Venom's revenge
by Draguna Doragon
Summary: Venom wants his revenge and is about to kill Peter and mj in their sleep...but he senses that Mj is pregnant! his revenge would be sweeter, if he could take the child instead when she is older...so starts the story!
1. Prologue

_Hunger._

_Our hunger has grown for years. _

_We have waited for so long to take a bite, to taste what is ours to taste. _

_Parker, we HATE Parker. _

_He resisted us when we offered him everything._

_Strength_

_Power_

_Immortality_

_Omniscience_

_We could have given him everything as he wanted it, changed the world for him._

_But he resisted us._

_He was foolish and should have died for it._

_We should have killed him. _

_But Parker is too smart for his own good. He fried us, trapped us in space, and sold us out to those shield agent fools._

_But he isn't as smart as he thinks. _

_Because he refused to learn, we tried to teach him, but he would not listen._

_Because we always come back. No matter how hard he tried, no matter how much we made him bleed and cry. No matter how many times we used his loved ones to prove our point, he never learned. And we always came back. _

The Symbiotic being looked through the Skylight and could see into the living room thanks to the moon light. He seeped a tendril into the lock and crept inside, silently. He could smell Parker everywhere, but it was strongest to his left. He followed it and came to a closed door. Once again he used his precise tendril to pull the door ajar.

_There he is. _

Peter was asleep in bed with his arm around his red head wife, Mary Jane Watson. Or Mary Jane Parker now. He remembered the wedding as his demonic eyes scanned the room. He was there; he sat at the back on the groom's side and smirked at Peter throughout the procession. Peter looked so pale when he saw him, but he only saw Eddie Brock. Not their true self. A large toothy grin grew on his face as he slowly entered the room, and he almost spat in disgust. Obviously they were enjoying their honey moon from the smell of sex that made Venom cringe his features. But that didn't matter, they would be dead soon.

He would have been caught by now if he was anyone else. But Parker's spidersense couldn't detect him.

They were so helpless to his impending attack. Venom would web Parker down, and make him watch as he killed his precious wife. She would die first.

He hissed a silent chuckle as he approached Mj's side of the bed. They were on top of the covers but thankfully clothed in night wear. He was grateful for that as the last thing he wanted to see was a pair of naked humans. _Disgusting_

Venom reached towards her with a full hand of talons, when he froze. There was something, something else. He could sense it. But what was it? He pulled his hand back and sniffed deeply. _Parker, the wench, us. That makes three. Why can I sense four?...unless…_ Venom returned his gaze to MJ and had to stifle a chuckle. _So he got the wench pregnant did he? So there will be another Parker to deal with. Three for the price of two. _ He chuckled and raised a mighty hand, ready to strike…but couldn't. _What if the brat grew up to have powers, like their father…and us? It would take up the Spiderman role as it grew older._ Venom drew his fist back and grinned to himself as he simply left. _We could teach the brat what Parker will never comprehend. Parker has lost his chance, but the child could learn from us. We couldn't teach the child the true beauties of life, and of death. Our revenge will be all the more sweeter. We can't have parker, but we will have his brat! _


	2. May

Chapter 1

"Alright class. Time for your favourite part of my sociology lessons. Coming to the front and presenting your views…you certainly have plenty of those. But first the register. Bradley Bellum?"

"Yo."

"Flash Thompson Jr?"

"Yeah."

"Bartholomew?"

"Man Miss MacKay, it isn't Bartholomew! Its Buzz!"

"Stacy white?"

"Here Miss."

"Jenny Penny?"

"Here miss."

"May Parker?"

"Here miss." The 16 year old high school girl with big hazel eyes from her father, a slightly muscular but curvy and trim frame, a short bob of auburn hair (as her dad had brown hair and her mom had red), blue baggy jeans, a red tank top with a Japanese style bunny eating a carrot on it, white and navy wrist bands and her books over spilling from her bag onto her desk, still stared out the window. She was 16 exactly today and knew all too well that it would be another month before she would be able to celebrate it. Her mom was a famous supermodel who worked all around the world. And her dad was the owner of the Daily bugle publicly, but also a part time crime fighter known as Spiderman. So her mom was in Figi for the next three weeks and she would be lucky if her dad even remembered it was her birthday without her mom nagging him about it. Only her friends seemed to have time for her these days.

"Is that everyone? Alright. Firstly, Miss White will talk of something she can present and has chosen herself. God help us…" May looked back to see what she called a 'plastic girl' smile perfectly before sashaying all the way to the front of the class. Plastics were girls with 6 layers of makeup caked to their faces, their hair perfectly straight with no kinky, no flicks or any frizz, pink lips, pretty fluffy pencils and could pass off as a dead ringer for Barbie. Stacy was what you could also call, a snobby posh cow. Her father owned All the local buildings, the universities and was a major contractor of most of New York. So anything his precious little Stacy wanted, precious little Stacy got.

What a brat.

"Well Miss Mackay, nice hair by the way." _Oh boy that was a lie. Kiss ass._ May thought to herself.

Miss Mackay had frizzy grey hair, librarian clothes and glasses, hippy style of jewellery always wore her favourite, thick red lipstick. _Err_ "I chose the subject of animal testing. I feel that animal testing is wrong because animals have a right to, well rights, just like we do. We should do more to look after animals before they become endangered, extinct, or diseased and mutated from chemicals and abuse." _Her speech is perfect. She will get full marks for it._ Stacy looked back to the notes in her hand and beamed at the class. "God created humans as stewards of the earth and all his creations. We have to look over the planet, and all living creatures in the way God wanted us to. It is out duty to do anything we can to protect our planet and animals from harm." _Yeah, she will get full marks alright._ May chucked to herself and returned to looking out the window. _Because I wrote it for her. _Outside the window was the school field with the football (or rugby for all the English people like myself out there lol) stands and pitch. But closer than that was the school gates, freedom and the final steps towards her weekend. "So to conclude Miss Mackay." May had lost all interest in _her own _work as she did when every one else in that class did, clock watch.

10

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1

"Bring Bring!" the bell went and the classroom flooded out. Even May was eager to leave. If she hurried, she could catch her dad before he changed his uniform, for his 'uniform'. If she was lucky, he might surprise her and remember her birthday. A few more minuets of dodging certain individuals and she would be free. But alas it was too good to be true.

"Hold it right there Parker!" A large hand grabbed May by the scruff of her neck and hoisted her out of the main stream of people, and round a corner. Her back came up against a wall of green steel lockers and wasn't all that pleasant. Her hazel eyes already knew who would be stood in front of her before they opened, but she looked anyway. Flash Thompson Jr. He was the school Jock, walking shag machine, jerk, and school bully all wrapping into one pretty boy package. He had short blonde hair, blue eyes, a footballer's body and a smug face. How she hated him. "My my my Parker. How are you?" he smirked as he chewed his gum and leaned on one arm above her head. His other hand rested on his side.

"I'm fine Flash. How was your Chem paper?"

"I got an A, thanks. Now my dad will let me go on that Madrid trip next semester. All thanks to you of course." He sniggered and leaned closer.

"What do you want Flash? Another paper?"

"No. you have done all the papers I need for the next three weeks, remember?"

"Then…why did you pull me over here?" she gulped as his blue eyes twinkled evilly.

"I just wanted to have a little fun with you. Go on Parker, take a walk." She stifled a groan and kept her eyes tight shut. This was not going to be pleasant. May turned and slowly began to walk away. She got five steps away from him before. "Hole!" his boot connected with her backside and sent her flying over the hall. She landed in a heap and her books went everywhere. Tears stung her cheeks as she rapidly collected her things and tried to stuff them in her bag. Other jocks sniggered and cheered him on, saying how 'totally sweet' that was and how she resembled a pin ball. May sniffled until a pair of brown leather shoes came into her eye view of the floor. She knew those shoes. _Oh no…_

Peter was livid! He had had a crappy day as it was. first he still couldn't pin the Murdock case on Fisk with the help of Dare devil after all these years, then he had to deal with a family of people, complaining that their paper had been cancelled, only to find out that their papers had been cancelled on purpose as they weren't paying for them anymore, to get a last second call from his wife in only God knows where, telling him that it was his own daughter's birthday, today, and run out to get her. so when he turned the corner and saw his daughter take a walk of shame and get belted across the room until she was crying and scrambling around, did _not_ make his day. He knew just how she felt. He was bullied by the same brute that spawned this pretty boy creature before him now. Someone was going to pay for this!

"How _DARE_ you!" Peter's eyes sparked menacingly ad he advanced on Flash.

"Wow mister Parker, it wasn't what it looked like!" Flash pleaded, praying to every god in existence that this mad man wasn't going to kill him. He remembered his dad telling him about what a dork this guy was, until they got older and Mr Parker just broke his hand, for no reason what so ever! He wasn't getting tangled into a 'web' with this guy! "We were just playing around!"

"Does THIS class as _fun_ to you!" Peter clenched his fists, his radioactive spider tainted blood boiling and his enhanced adrenaline pulsing through his veins. He felt like he was actually going to literally tear this kid's head from his puny neck! Until May got in his way.

"Dad no!" she sniffled and held her back pack to her chest. All it took was one look into her watery hazel eyes to stop his rampage.

"But."

"Please dad…please no…" May and her father simply stared into each other's eyes for a moment, before May buried her face into his chest. "I just want to go home dad."

"Ok, we will." Peter stroked his daughter's back, while staring bloody murder at the Flash kid. "But if he ever touches you again." He let the threat linger. "Like father like son." Peter spat and walked his daughter out of the school grounds (after putting a rather nasty dint in Flashes car bonnet with his fist). "How long has he bullied you?" May looked to the ground and Peter had to lift her chin to make her look at him. "I just want to know. You know you can tell me anything." Peter walked the corner and hooked arms with her. She leaned into her father as they walked together.

"Since I started school…" Peter stopped dead. How could it have been going on for so long, and without his noticing? He finally walked on and May continued. "But it isn't as bad as you would think. He is quite nice to me actually."

"Don't tell me that. That is what I used to say to Uncle Ben when he found out about me getting bullied." May smiled. She loved hearing of her great Uncle Ben. He had died many years before she was born, but that didn't matter. All she new is that her grandparents died while her dad was really young, and her great Uncle Ben and her great Aunt May (who she was named after), took care of her father and even her mom a few times. So she respected the memory of her great uncle Ben, and her still living Aunt May.

"But this is different."

"I am sure you think it is. Because heaven forbid that I would have been through the exact same situation as you are going through." Peter said sarcastically and May giggled softly. "I do know how it feels. And don't think I haven't noticed that you do three to four different versions of the same paper, per paper you're set. I used to do the same thing for my peers at school."

"More like pleasantly forced."

"I know. And I bet you have to do all Flash's work for him right?"

"Yep."

"I had to do the same thing for his father." they walked another corner and Peter stopped. "I forgot to come in the car. I swung here." They broke out in laughter and May teared happily.

"Then maybe, after all these years of refusing to, you could swing me back home? Please?" she begged, but Peter shuck his head.

"Like every other time you've asked me this, no. I would never live with myself if you were seen swinging with me and became a target, or people realised that you were my daughter and put two and two together. Or even worse."

"If I were to get trapped in a cross fire with your enemies or drop me or any other of those LAME excuses you give me." she huffed and looked to the road. "We could always get a taxi. The none 'my dad is a super hero' way home."

"Sounds good to me." Peter squeezed her shoulder. "Listen. I need to talk to you about my…part time job."

"You mean full time. Right?"

"Well." They stepped into a flagged down cab. "It has been more of part time recently. I have really been cutting down on how long I go around the apple as of late. And, I am going to retire once your mother comes home."

"You can't do that!" May screamed, shocked and appalled. Peter gave her a warning look and they waited until they arrived home. Peter paid the cabby, and resumed the conversation with his daughter.

"And why not?"

"Because if you quit, what will happen to the city? Who will protect them?" she whispered as they walked into the skyscraper. Thanks to MJ's big wages, they lived in a really expensive apartment on the very top floor, the entire top floor. Peter smiled as they passed a family from another level, and entered the elevator.

"Iron man, the fantastic four, the Teen Titans, the Avengers, Batman, Superman, the Justice League, hell the police. But not me. I am tempted to just not go swinging again. Ever."

"But!"

"Listen May." Peter stopped as the doors opened and they walked off onto their level. "I am older now. I am pushing 50 soon, villains and thugs are getting younger and I am not. I am at more risk of not coming home now than I have ever been. And that is not the half of it. My Spidersense has been acting up, going off when there is no danger and failing when there is. My strength has diminished almost to normal levels and my reflexes are weak now. Age is telling me to quit May."

"But."

"But nothing. I am fed up of coming home with aches, bruises, broken bones. Your mother worries about me no matter where she is, rings me every day, just to check I am still alive and will be here when she comes back."

"A few bruises never stopped you before!" they entered the apartment and May pouted profusely, storming into a chair. Peter sat next to her and went on.

"I didn't have a family before. I only kept it up for the money I would get for pictures and because I didn't have to worry about a family. Now I am editor of the daily bugle and have a hefty pay check, which I only get if I am in my paper, doing my job. So the only reason left is because I enjoyed it. I loved swinging from rooftops and wrestling with robots over the statue of liberty. I truly loved it. Back in my day. But this isn't my day anymore May. I am old now. I need to be at the bugle doing my job and running my paper. Not putting my life at risk. I need to be providing for my family and be responsible for you."

"Don't you talk about responsibility!" May jumped to her feet and tears fell down her cheeks like a flood. "You hardly remember you have a daughter, you forget my birthdays, you even forgot Christmas last year! You try to beat up kids from my school for being their arrogant selves, you hardly have any time for me!"

"I would have more time for you if I stopped being Spiderman."

"You don't get it dad. I never minded you not being here when you were saving lives, when you were Spiderman. I love Spiderman. BUT I HATE PETER PARKER!" May screamed and ran to her room. Peter stood up to go after her, but may opened the door to her room and her tear stained face froze him to the spot. "You can't talk of responsibility. You don't now the meaning of the word. But uncle Ben did. With great power comes great responsibility. Remember that? or is it only me who remembers. Funny that, I remember everything, and am the one who gets forgotten." She slammed the door and locked it. So when Peter tried to open it, he couldn't. Not even his Super strength could budge it.

"I _am _getting old." He said after straining with the door. "May…"

May cried her heart out to her pillow, her auburn hair matted from lying on her bed for hours.

It was late now, really late.

May sat up and sniffled, rubbing her eyes dry. Her room had a large double bed, large white duvet and pillows, cream peach carpet and walls, mahogany head board to the bed and mahogany furniture. Her room was bi enough to be an apartment. She had a walk in wardrobe, a vanity table, a study desk, a gaming desk, a computer desk, a chest of draws and door, all from left to right in front of the bed. But to her far left was the veranda. It was two large glass doors that only she had the key for that led out to give her a wonderful view of the city. She could see the Brooklyn Bridge from her veranda. It was a beautiful night; she could see the full moon from her bed. Tears and a smile came to her as she remembered back to when she was 6. She stood up and leant against the wall. She saw a much smaller version of herself drawing pictures of herself holding hands with Spiderman. Outside an image of a much younger Spiderman in full, ridiculous costume. She had always thought that costume was unnecessary. It was more of a humorous costume than serious. Not like Captain America's or Batman's. but in the end, the red and blue webbed costume was part of Spiderman's image. I mean, how could you hate a guy who looked like that? She laughed out loud as her memory played out before her. Her father had locked himself out by accident and needed to get back inside before MJ came home. He was under strict orders not to leave her alone to go patrolling, but he went anyway. But he hopped not to be caught. So power was put into May's little hands as her father rasped on her glass door, careful not to break it.

"_Honey, I'm home."_

"_Daddy!"_ her miniature self ran to the glass door and hung off the handle, letting her dad in.

"_Hay there my little girl. Who loves Spiderman?"_

"_I do! I do!"_

"_Nice to know I have at least one fan." _The after image webbed a swing into her room and pushed her on it.

"_I love you daddy. and I always will."_

"_Of course you do. And I love you to."_

"_You are my King daddy I look up to you. I want to be just like you when I grow up." _she watched as her father faltered. He hugged her tightly and sat with her in his arms, in a classical spider pose.

"_You know what May? You just made my day. And where would a king be without his spider princess?"_

"_I'm a princess! Yay!"_

"_Yes you are. You are my little princess. No matter how rebellious and stropy you get. I will always love you. But I do wonder how you will turn out, I mean. Not every girl has a dad who wears tights." _May chuckled and the image faded. But her sadness returned to her as soon as she couldn't see her memory anymore. "How could he give it up? I would love to be like him. I would love to be like Spiderman…I wasn't lying when I said I wanted to be just like him when I grow up…but I guess I will never be like him…not unless there is a sale going on featuring radioactive Spiders…" she sniffled and opened her glass doors, stepping out onto her veranda.

The moon was full and the stars were bright. Everything about the night felt wonderful to her. Like she was partially nocturnal. And she has never been a morning person. The cool night breeze hit her skin as she sat on her metal chair against the railing. She had two chairs, a table and a sun lounger out here. The sun lounger she never used, but she did have her breakfast out here in a morning. Her hazel eyes looked back to the moon and she sighed, alone. "Happy birthday May. After all that, he still didn't remember." she sniffled and closed her eyes. But something soft brushed against her back and she bolted around. It felt like a vine, or perhaps a reptilian tail of some sort. But she couldn't see anything behind her. when she finally did turn back to look out on the city, there was something on the table that wasn't there before. A pale cream letter with big black writing, obviously written with an ink pen, laid on the tale. Just in front of her. she gasped as there was a name on the front.

_To May._

She knew her father and mother's handwriting perfectly. And this wasn't written by either of them. MJ wrote to small and Peter wrote neatly. This was huge lettering, but thick and average…like they had tried to write as neat as possible. So who could have written this? _How about I read it and find out?_ She said to herself and traced the paper with her hands. According to her watch it was 11pm. Who could have sent her a letter at this time? And how? If it wasn't for the fact that she knew her father couldn't have written this, she would have looked up to the roof only a few feet above her. But it wasn't from her father. May had to tear the edge of the envelope, as it had been stuck shut, not folded. Again not her parents' style. She pulled a piece of white paper. It was crisp and new. She smelt it. it was fragranced paper. It smelt of masculine cologne. As she unfolded it, she began to read.

_To May._

_Firstly we wish you a happy birthday. As we see that no one else remembered, again._

Wow, hold it right there. She looked away and analysed what she already knew. They were either someone who likes to refer to themselves in the third person, or talking on behalf of more than one person. And how did they know everyone else had forgotten her birthday? She read on.

_16 already. It feels like it was only yesterday when we saw you go to school for the first time. A little blue dress with checker white square on it, black buckle shoes and a red hair ribbon. You had long hair back then. We prefer it shorter, it suits you better._

Ok, whoever this was knew her. Because that _is_ what she wore on her first day of school. And she _did_ have long hair back then.

_We saw your hockey game last week. You played well, and don't think we didn't see you knock that girl off her shins. Well done._

This was getting freakier by the second.

_By now you will probably be wondering who we are. And how we know so much about you. Like your favourite colour is black, nice choice, and you love high places. That is why you are reading this on your veranda. Isn't it? And you will not be able to guess who we are. You have never met us, but we have always been there. Even now, we are watching you. _

Ok, now she wanted to go and call her dad. If it wasn't for the next line.

_Not thinking of running away, are we? If you did, what do you think would happen? Your father would put his mask on and web out to find us? Oh yes, that is right. We know who your father really is. _

_I want my mommy…_

_But does he?_

May stood up and looked around her. yes that was probably not the smartest thing to do, but she did it anyway. Her hands were trembling as she read further. If this guy, or guys, knew about her father, they would have a reason for wanting to know. like if they wanted revenge or had some sort of vendetta against him. and they obviously took the time to learn all about her life too. But they said they were there, when she went to school. So they must either be a friend turn enemy, or someone who goes way back with her father. she couldn't keep her eyes away for long.

_We think he doesn't really know who he is. And while we are on the matter of knowing people, do you know who you are? Who you are supposed to be?_

She sat down slowly and raised an eyebrow.

_We know that too. And we think you should know. _

_We could tell you. We could teach you everything we know. Because right now, we are a better Spiderman than Parker will ever be. We know your lusts._

Oh no.

_And we can fulfil them for you. We can satisfy all you needs. All you need to do, is meet with us. We have so much we are willing to teach you, if you are willing to learn. _

She whimpered and covered her mouth with one hand. This couldn't be real!

_We can even make you a Spidergirl._

She was speechless. That was it. She turned the letter over, looked back, re read it, turned it over again but nothing. That was all it had to say. Before she could even inspect the letter further, it was snatched from her hands from over her shoulder by something fast and black. Something else then constricted around her mouth like a snake and she could hear a loud hissing in her left ear. two large hands pinned her arms to her sides, and she felt a hot breath beat against her ear.

"**_Shhhhhhh." _**He hissed. And from the crotch that was being pushed into her bum, she new it was a he. **_"We have something else for you."_** What ever ensnared her mouth gently forced her to raise her head as somehow, some thing cold and what felt like a soft metal elegantly encircled her neck. She heard him fasten it and a heavy pendant weighed down on the very top of her sternum, just lower than the base of her neck and nestled at the start of her cleavage. **_"We are here for you, when others are not. We are watching over you, like others should."_** Something long and wet trailed along one side of her neck, and it could have been a tongue, if it wasn't impossibly too big. The 'things' that held her mouth slithered away and he released her arms. **_"Until we meet again, my little protégé."_** The hissing, sibilant voice vanished and she span round. But there was nothing there. Nothing was out of place or out of the ordinary. She was alone, on her veranda, more than several stories high. She looked down at her chest and saw that it was a necklace that had been fastened around her neck. It was a delicate, but strong gold chain with a large, black, oval gem stone encrusted into a golden base. There was a wisp of white in it and it shone like it had been plucked from the stars itself. She found herself fondling the precious stone, entranced by it. but a single sentence rung in her head as she gazed into the hidden depths of the stranger's gift.

'_**We can even make you a Spidergirl'**_


	3. Spidergirl and bye bye to Spiderman

_**Chapter 3**_

"So May, happy birthday." Jen passed her a small pink gift bag with a lacy ribbon. May thanked her and peered inside. At the party, was Jen, May, Jen's little sister Peggy and Stacy White. Yes, the brat was there too, but only because she was Jen's cousin.

"Wow, thanks Jen."

"Glad you like it chick." May strapped a black and pink playboy watch with diamantes in the clock face and hands.

"Here, my gift." Stacy smiled sickly sweet, obviously forced and passed her a pink box the size of a large shoes box. May smiled and couldn't catch her breath when she opened it. Inside was a set of pink fluffy handcuffs, a playboy police woman costume and whip, fishnets, condoms galore and 3 different lubricating oils. May went bright red and blushed even more when Stacy rolled off the bed with laughter. "I just thought perhaps, you might get laid at last this year. With a little help…" she snickered and May closed the box, putting to the bottom of her back pack. Then she smiled as best as she could, no matter how livid she truly was, and smiled as Peggy passed her a head scarf. It was pitch black with silver spider webs on it. It was a well known fact that May's favourite animal was the spider, so this was an obvious good choice.

"Thanks Peg." She smiled genuinely and gave the young 12 year old a great big hug. She immediately covered all her hair with it in a true gypsy style. So none of her hair was on show, just some of her fringe and her auburn eyebrows. It billowed down her left shoulder and down the front to her hip. "how does it look?"

"Dreadful. Take it off." Stacy wrinkled her nose at it, but May ignored her.

"Well I like it Stacy. Thank you Peggy." May had to chuckle when Peggy stuck her tongue out at the plastic queen, after switching her eyeliner with a very similar purple ink pen. And the best part was that Stacy didn't even know.

for a few more hours it went like that, one of the biggest laughs came when they melted chocolate on the cooker and broke one of Stacy's manicured nails. She went ballistic and threatened to send the cooker to the junk yard if someone didn't get her a nail file ASAP. When 8pm came at last, her mobile went off. "Hello? Oh, hi dad." May hushed her friends as her father spoke on the phone.

"Are you still at Jen's?"

"Yes dad."

"Just checking. And it's time for you to come home now."

"Ok, I'll get a taxi with the money in my purse."

"Are you sure? I could swing by and pick you up." She coughed over the phone. "I did mean in the car."

"Unfortunately…but no. I will get a cab. There is one waiting on the corner right now as we speak. See you soon dad."

"Alright. If there is any problems then call me."

"You worry too much. See you soon." She put her phone in her bag and noticed that everyone was staring at her. "What?"

"You just lied to your dad. You never lie to your dad."

"I did not." but Stacy smirked at her.

"Then there is an invisible cab on the street corner. And I want to know who he is."

"he?"

"The guy you are going to see on your way home."

"There isn't a guy Stacy. I will get a cab. I just wanted to stop his worrying."

"Sure, and I think my gift will be the more useful one tonight." She laughed loudly and May jumped to her feet.

"No, I am getting a cab." She put all her things back into her back pack. She loved her back pack. It was a small, but practical, bright blue back pack with a hand stitched (by her) red spider on the front. As she thought of her bag, and how it held her new costume, she thought up of a new name for it. _SBP. Spidy back pack. Cool. _She smiled to herself, after having a little reminder of her new gift from the excellent kissing stranger. The real reason she didn't want her father to come and get her, was because she wanted to try webbing home. But the smile faded as she swooned to the floor.

"MAY!" Jen and Peggy lifted her onto the bed and tried to hold her still, as her entire body went into spasm and cold sweat formed on her brow.

"Oh my God! I am so calling 911!" Stacy got her flip phone and speed dialled the number. "Hello? I need an ambulance." She took off downstairs with the phone, leaving Jen to try and snap her friend out of it.

May felt so cold, and it was so hard to breath. Her blood was pulsing faster and faster with each passing second, burning like acid and yet freezing her limbs and wracking them like ice was forming in her veins. Her vision became blurred and she whimpered.

"W what…" but she fell unconscious instantly and her world went very, very dark. But just at the moment, between consciousness and giving in to the void, she could have sworn she saw the most horrid set of white eyes from within the darkness. Like two large flames and centred solely on her. But then she slipped as all feeling and thoughts left her…

"May? May……May…"

"May? May can you hear me sweetie?" she groaned loudly and slowly opened her eyes. But a burning light stung her eyes into withdrawal behind her still heavy lids. "May sweetie? Its mommy can you hear me?"

"…mm…mmoommm?"

"That's right honey. Take it easy. That was quite an ordeal you went through."

"Wha, what happened?" May pulled herself up and rubbed her head. When her eyes finally adjusted, she realised she was back in her room, and her mother was sat on her bed with her father sat in a chair next to her. "Ordeal? What are you talking about?"

"Why honey you were attacked…don't you remember?"

"Attacked? I only remember being at Jen's…having a phone call from dad and then…" she rubbed her head, still soar from what must have been an aching head ache. She looked up at her mother. She was still as radiant as ever, graced with mature beauty in the place of age and worry lines. her long trademark red hair in a well groomed French plat and wearing yellow designer matching jacket and skirt suit piece. Not to mention dark tights and yellow high heels. Her long pearl necklace swayed with every slight movement she made and her deep green eyes held worry. But why? "What happened to me? I don't remember being attacked."

"That is because I saved you." Peter sat at the other side of her and held one of her hands. "An old adversary of mine, attacked the house you were in and hit you from behind. I heard the address and came running as fast as I could, in my Spidy suit."

"But…then what?"

"Your father saw him leave Jen's house, with you. He followed the brute and fought him until he won. I tell you, it is a good thing he has the enhanced healing abilities he does, or he would still have broken ribs."

"Wait." That didn't add up. "I know dad is good at healing, but it takes weeks, a week at the least to heal major bone injuries…how long was I out?"

"…" MJ looked to Peter and held her other hand. "Honey, sweetie, you've been out for a few weeks now. Three actually."

"Wow…" she pulled her hands back to run them through her matted hair. "Why was I out so long?" MJ then looked worryingly at Peter.

"That is the problem sweetie…we don't know."

"The doctor's said you were as fit as a fiddle and you should be on a basket ball court, not in a minor coma in bed. there was nothing wrong with you, but you couldn't wake up." Her father put his hand on one of her shoulders. "We were worried about you…and you don't remember anything?" he emphasized anything, like there was a hidden meaning to it. She raised a brow and shuck her head.

"No dad." But he didn't seem all to happy with that answer.

"So you don't remember your attacker?"

"No. I didn't even know there was an attacker until you told me."

"Good. the less traumatised you are the better." Peter then seemed dead set on moving off the topic. But May wanted more answers.

"Who was he?"

"Who?"

"The old adversary that tried to take off with me. Who was he?"

"Oh, no one." Peter ushered MJ out the room, but looked back before he closed the door. "After that nasty coma, you are staying home for a few weeks as we monitor you. Your mother has to leave tomorrow to Chilli and I will be having a busy week at the bugle. They are having a bug charity drive for children with Leukaemia this week and we need to be prepared for any news. So I will be working from 7am to possibly 11 at night. Sleep for the rest of the day and we will see how you're feeling tomorrow. But you _will_ stay in bed even if you feel like getting up. The doctor said we should keep you in bed for possibly a month after you wake up. Be lucky we won't be that strict."

"Thanks I guess." May chuckled and slummed back into her bed. she did still feel a little woozy."

"And…if you need me, or remember anything important…ring me straight away alright?"

"Ok dad." May turned over and noted how strangely her dad was acting.

"Good night…" Peter closed the door and didn't say another word until he was alone with his wife in the bedroom.

"Peter. That story that you told back there, May will accept it, but I don't. I know more than anyone when you are covering for something. What really happened?"

"…nothing hun. Let's get some rest." Peter took his shirt off and started to pull his socks off.

"Peter…" she said in the 'don't you dare avoid this' voice with the death glare to match.

"MJ." He sighed. "Alright. But you can't tell May this. She isn't happy about me giving up my webs as it is. This might just upset her further…"

_**flash back**_

Jen started fanning her fallen friends motionless face desperately.

"May! May wake up!" she turned to her sister. "Peggy, go and." But Stacy ran back into the room.

"Listen, the ambulance is here." She moved aside as two paramedics took control of the situation.

"What is her name miss?"

"May, May Jane Parker." Jen whimpered, tears building up from her panicking state. "What's wrong with her?"

"Tell me what happened?" one of them quickly took her vitals as the other queried the shivering wreak of a friend.

"Well, we were having a birthday party, she got a call from her dad and was just about to call a cab home when she just, fainted."

"Alright, dos she have any medical history of epilepsy, diabetes or mental condition?"

"No. she hardly has asthma."

"Ok. Is she allergic to anything?"  
She doesn't like nuts that much. And she hated fish. But she isn't allergic to anything."

"Right, her pulse is erratic, her breathing is shallow and I don't like how cold she is getting. We'll take her in." a fold up stretcher came out and May was quickly loaded onto it.

"Will she be alright?" Jen held her hands together and begged God she would be.

"I give you my word she will get the best of help."

"**_You have no idea."_** The girls screamed and the men yelled as a 7 foot Venom crashed through the widow, sending shards of glass into the poor blonde haired girl who was doing her makeup near it. His tendrils flared throughout the room, threw the three girls out the room and the two paramedics out the window, not caring where they landed. Luckily for them, Peter still kept his spider radio, used to over hear all 911 related orders and knew the address of his daughter's friend's address, pulled his clothed off to reveal his current costume and swung there when he did. As if he hadn't, the men would be stains on the road by now instead of in a web between two lamp lights.

"Thank you spider man!" one shouted.

"That girl needs help in there, she's out cold and trapped in there with him!"

"With who?" But he didn't have to wait too long to find out as his large, Spiderman life long enemy, Venom, erupted from the window. Spiderman was stunned in horror as he looked up to see his own daughter, prone in the monster's arms and being carted off to only God and Venom knows where. "PUT HER DOWN!" Peter shot a ball of webbing at him and quickly took up the pursuit.

"_**Parker!"**_

"Nice to know I was remembered. I wish the same wasn't the same for you Brock."

"**_We are not Eddie Brock!"_** Venom landed on a roof top way ahead of Spiderman and tore a gargoyle from its perch. As Peter caught up with them, the statue was quickly pelted at his gut and from the sickening crack; he knew he had caused some damage. That, and the blood curdling scream that came from Peter as he collided with the floor. **_"Parker, Parker, Parker."_** He chuckled and sat cross legged, stroking May's hair as he cradled her in his lap. **_"We are surprised at you. After all these years, and you still fall for the same tricks. And after all these years you still can't remember our name. Venom, Ve-nom. Say it with us, Venom."_** Peter groaned and tried to shift the rock, but it was more than 4 times his size. And he hated to think what it weighed as it crushed his vital organs. **_"What? You don't feel like talking anymore? Being crushed by large objects never stopped you before…We guess some things have changed…speaking of changes."_** Peter looked up to see Venom fondling a lock of his daughter's hair. **_"For once Parker, you did something right. We bet she makes you proud, studying like you did, religiously saying a prayer every Sunday night before bed, idolising good old Uncle Ben and well, you."_** Venom hissed, his eyes never leaving May's face. **_"You better thank her. She is the only reason you are still alive. We had my chance to kill you and your little wifypoo years ago, 16 years, 8 and half months and a day to be exact."_** Peter gasped. That meant… **_"Oh yes Parker. We came into your cosy, little home while you slept on the very night May was conceived. You're Spidersense never did have any affect when it came to us, did it?" _** he chuckled sibilantly and rocked May back and forth, like a baby. **_"We have watched her from a far. She has grown into quite the specimen hasn't she?"_**

"You keep your filthy symbiotic hands away from her!"

"**_But you misunderstand us Parker. We dot want to hurt her…"_** Venom sniffed her hair and growled. **_"How could we harm such a creature, a spawn of our other, you."_** Venom stood up and still held May in a bridal hold. **"We will get our revenge on you Parker. Give up being Spiderman, and I will not come near you home, while she sleep or not. I will leave your wife and you alone. We do not want to fight, but if you persist in being a nuisance, then we will remove you…or your family. Or both."**

"You wouldn't!"

"**_But Parker."_** Venom lifted the gargoyle with a large tendril coming from his back and lowered in next to him. **_"You were responsible for killing your Uncle Ben. Do you really want to be responsible, for another of your loved ones dying?"_** He lowered to his knees and laid May out gently, hiding her back pack behind him with his tendrils. He made those specific demands for a reason. May would only become Spidergirl if she thought that her father wouldn't be Spiderman anymore. It was imperative that Parker gave it up, so that May would take the masked web slinger's role. Because when she did, he could make his move. Then, his revenge could truly begin. **_"While ever you are Spiderman Parker, we will fight you, and we will win. We have always won in the end. Even you can't deny that."_** He hissed and stepped back, step by step towards the other side of the roof top. **_"It is your choice Parker, but if you come home to a dead wife, you will know why."_** Venom shot a thick line of webbing from the back of his hand and swung off to quickly for Peter to know where to.

Peter limped towards her, holding his bleeding torso and crying under his mask. That was his last night. Spiderman was hanging up his webs and would patrol the big apple no more. He always knew if he had to, he would sacrifice his mask for his family. And that time had come. Now was the time to quite, for his family. He would give it up for his family.

_**End flash back**_

"You see why we can't tell her? How would she feel if she thought she was under threat from a guy like Venom? That, and she would be furious at me for giving in." MJ rubbed comforting circles in his back. "She would never forgive me if she found out she was the reason, if only a third of the reason, that I gave it up. And she is a young girl, it isn't fair for her to think she is in constant danger. It would traumatise her."

"I understand honey. And I do feel you made the right decision. I would like to have my husband back."

"I know you do. And luckily May doesn't even remember she was attacked so she will not think anything off it."

"You're right."

"I only told her she was because if I didn't, her friends would."

"I know. that Jen girl has been ringing all week. And four times today. I will call her tomorrow and tell her she can come and visit some time. She is a good friend that girl."

"I am glad she has a friend like her."

"Me too." Peter smiled weakly as MJ kissed his cheek. "Now get some rest. You have a busy day tomorrow."

"As do you, missus world renowned super modal and ass and boobs of the year." Peter smirked as MJ turned off the lights…


	4. Electricity at first sight

_**Chapter 4**_

"Ok now honey. Your father will drop me off at the airport, and then he will be at work. If you need anyone, call your father and he will come running. Isn't that right hun?"

"Right. I will be finishing about 11 at the earliest. I know that is late, but I have a really busy day at work ahead of me." May sat in her bed as her parents talked _at_ her and fussed over her. "The doctor said that you need to stay in bed. so stay in bed and only get up for the bathroom and food. Your mother rang Jen earlier and told her to ring your mobile if she wants. So keep it on. Don't let her in here if you don't feel up to it, ok?"

"Sure thing dad." May forced a very convincing cough and sank into the bed. "urrrr." She groaned and pulled the covers over her head.

"You just get better honey. See you soon." MJ kissed her forehead and hurried out of her room. Peter kissed her too and put her mobile next to her bed.

"See you soon. I will try and come home as soon as I can."

"That's ok. I'm not going anywhere anyway. So what's the rush?" Peter ran his hand through his aging brown hair.

"See you soon anyway." Peter blew her a kiss and closed her door quietly.

May waited 30 minuets under her covers, and sprang out of bed. She wore the biggest grin on her face as she ran at the wall, her body all coiled up like a spring, waiting to just come to life. She quickly washed her face and teeth, threw on a dressing gown and sat at her balcony. What fun could she have while her parents were out?_ Oh I don't know…perhaps I could be Spidergirl?_ She grinned and left her hot coco on her table, to find her back pack. But there was a problem. All her clothes and belongings were in her room, in her draws. Even her black spider web gypsy head scarf was on her vanity table. What if her mother had it, and looked inside? Or even worse? What if her father had it? She took her parents room to pieces trying to find her SBP, but she couldn't find it anywhere. She needed to find it because her presents, and more importantly her costume was in it.

"Grrr!" May huffed and sulked at her table on her veranda. No SBP, no costume. No costume, no web slinging and being the good guy she could now finally be. "Drat." She pouted profusely and sipped at her coco. The hot chocolate liquid soothed her slightly into closing her eyes. But she quickly opened them when something hit the table in front of her. She couldn't believe her eyes. It was her Spidy back pack, her SBP with a note attached.

_Next time, try not to lose your costume. We may not be there to save it for you next time. And as for which costume to wear, try to wear the Spidergirl costume. I hardly think the other costume will do the spider image any good. you bad girl. _

"Which costume to wear? I only have one." May took her bag and the note inside her room. she closed the curtains, preparing to change as she emptied the contents of her bag onto her bed. and then she turned bright red with embarrassment as she saw a certain box fall onto the bed. Stacy's present. "Oh my. So that is what he meant by _other_ costume. He…he…oh boy." She cringed to herself as she tried to think what impression she would have made on her 'guardian angel' after he saw the revealing police woman costume and fishnets. And the whip and variety of lubricants and condoms wouldn't have helped too much either. "He must think I am some sort of play boy. Or even worse, a floozy...grrr. I hate Stacy." She scowled and took off all her clothes. "I think I would have preferred to do another paper for her than have this." She shoved the box under her bed and smiled at her other, decent gifts. She put them on her vanity desk and began to think. "Now how can I wear this costume, and my clothes…I know dad used to put his underneath, but what about the gloves and mask? Did he just keep them in his pocket?" she leaned back against the wall, her hands on her wallpaper. "Mmmm…what the?" she tried to pull back from the wall, but she couldn't. It was like her finger tips had been super glued to her wall. "Oh darn you." She put one foot behind her and tried to push off. That didn't work so she put the other one on the wall too. After a few seconds though, she couldn't help but gasp and smile. "I am stuck to the wall. I am stuck! To the wall! Wahoo!" at last her powers seemed to be taking affect. Perhaps that is why she went on conscious before, for her powers to adapt to her. or the other way round. May grinned madly as she slowly edged her way up the wall backwards until she was flat against the ceiling, looking down at her bed. "WAHOO!" but her grip faltered and she fell to the bed. "Darn, slipped. I had better concentrate a little more. Can't have that happening a couple of feet in the air now can we." She clambered to her feet and pulled on her costume, minus the mask and gloves. "Ouch. Have I grown?" the costume still fit, but it hurt around her breasts and hips. Her stomach had the outline of a decent 6 pack and her breast seemed to have just enlarged a few cups over night. "Wow. Awesome!" she felt taller too. She pulled on a pair of really baggy blue jeans, a large baggy black, long sleeved jumper and tied her hair back in her present from Peggy, the black spider web head scarf. "And the great thing about this scarf it, it flattens my hair so when I do put my mask on, my head wont look bumpy." She chuckled and stuffed her mask and gloves into the side pocket of her SBP. She then raided the fridge and packed sandwiches, bottles of water and a note pad and pen. "Ok. Time for some fun." She checked her web shooters were in place and crawled up the wall to the skylight. "So much easier now." She then opened the skylight and left it open, swung herself through it and almost had a heart attack when she launched herself meters into the air. "Aaaa!" May did land on her roof, not too gracefully as her back side proved as a good cushion. "Got to stop landing on my ass. And I have to watch how I jump too. At least I know I will be able to jump from building to building now." She chuckled and slowly crawled down the back of the building into the alley.

"Well, that was worth it now wasn't it." she huffed to herself and her hot chocolate. May was sat in a café, alone after just aimlessly wandering around looking for crime. She hadn't even found one thing she could help with. "And dad always used to complain about too much 'business' in town. Pah." She took another sip, and almost choked as a scream sounded from down the street. She dropped her change for the tip and ran the opposite way to the screaming crowd. She ducked into a now empty building and into their toilets. Her outer clothes were stuffed into her bag and her mask and gloves came on. She almost forgot to take her shoes off as she scaled the flower shop to the roof. As May looked to the disturbance, she was horrified. There was an armoured van, with it's back doors wide open, all 8 of the officers from the van and the bike escorts lined up outside, knelt down with their hands on their heads. Over 20 men, all with bulky shades and combats on held large bats and guns. They were unloading the bags of money from the van to a four by four with no licences plate. "Time for my entrance." She put her two middle fingers into her palm and shot a line of web out to one building opposite with her left hand, and another with her right. she yanked on the lines and sent herself spinning into the air, twisting more than a spinning top. She landed in the very centre of the scene, just before the lined up hostages and was crouched down.

"Who the fuck are you supposed to…" but the thug couldn't finish his sentence as she slowly rose to her feet. She stood with one hand on her hip and the other by her side. Her curves, her seductive pose, her large breasts and hour glass figure, and the way she began to sashay towards them was too much. She was stunning.

"I my dear, am Spidergirl." She stopped and held her hands together behind her back, unknowingly amplifying her breasts. "Is this an invitation only party, or can anyone play?" she asked seductively, making the leader, who she had picked out from his barking orders, gulp and think all his birthdays had come at once.

"Hell yeah." He yanked a bag from the van and threw it to her. "Help yourself sweet thing."

"I don't mind if I do, but." She threw the money back in the van and chuckled behind her hand. "Silly, silly man." She beckoned him suggestively and he came almost running to her silent call. "That wasn't what I meant by play. This, is the game I had in mind." He stood right in front of her, and doubled over in pain. She was so fast, if it wasn't for the shapely knee imbedded in his gut, he wouldn't have known it was her. "My daddy always taught me it is wrong to steal. But right to give it back." She back handed him and sent him scuttling over the floor.

"Get her!" the other men automatically followed for the revenge of their humiliated and beaten leader, to regret it. One came towards her and she sank into the splits as he swung for her. She then put her hands on the ground and span her hips around, caught his legs with her legs, and sent him to the floor painfully. Spidergirl flipped herself to her feet and webbed the thug to the floor.

"Next." A man with a gun shot at her, but she bent backwards into the crab as the shots missed. When she flipped herself back, she had a fist ready and broke the guy's nose, spraying blood all over his face and clothes. Another three all joined in and she webbed one, and used him like a slingshot into the other two. Her head started to buzz frantically and she instinctively ducked forward. One of the thugs had tried to swing a bat at her from behind, but her inherited spidersense had warned her in time to move. Boy she got him good when she span round with a round house kick to his head. "Let me see." She counted 20 before, 7 were webbed to the ground now. "13 more." She jumped up high and landed on the top of the segued van. All the remaining men surrounded the van and 5 of them all shot at her at once. She used her buzzing head to tell her when to dodge and ended up doing what could have passed for break-dancing on the van, avoiding the bullets. "Are you quite finished?" she said with one leg bent under her, and the other one outstretched. She webbed two of the guys and span in a furious circle. This had a bowling ball affect on all the remaining men, but two. She webbed the fallen ones down and somersaulted to her feet on the road. "I'll give you a choice." She put her hands under the van and effortlessly lifted it with one hand high above her head. "Lay down and play dead, or you can suffer the same fate as your buddies here." They took one look at their scattered and webbed comrades, the super bitch with tons worth of armoured vehicle above her head, and dropped to the floor. "Good choice." She chuckled and lowered the van again. She looked to two large, and close together street lamps and shot a wide spread web. Now with a large spider's web between them, she threw the thugs up at it until they stuck there. Once all twenty were squirming in the web, she looked around for the still terrified officers. She didn't know before, but they also seemed to have magnetic shackles on their heels. _No wonder they haven't moved_ "Excuse me?" she said politely and all of them looked to her. "Need some help?" from the nervous nods she ran to them and knelt before the closest one. "Here you go." Put her fingers around the metal ring, and crushed it like it was mere dust with one hand. She freed them all and looked to the four by four. "Would you like help putting the money back in the van?"

"Why thank you young lass." One of the older guards said and they returned to their bikes or the van. She wanted to see how much weight she could carry now anyway. And she couldn't say she didn't feel exhilarated from lifting that van like it was but a feather. She found that it only took a few minuets to put the money bags back into the van. But the locks on the back doors had been blasted off in the heist. She webbed it shut and waved off the van. "Bye!" they waved back as the engine started.

"Thank you misses. Are you related to Spiderman?"

"No, but I am Spidergirl."

"Thank you Spidergirl!"

"No problem. I'm just your friendly neighbourhood Spidergirl." She webbed on a tall building and swung off into the heights of the city, after webbing her SBP from the roof of the flower shop.

That felt great! Unbelievable! How could her farther give that up? Helping people like that, seeing them look up to you with admiration, it was exhilarating! It took her breath away even now when she soared by webs hundreds of feet above the ground.

"Help! Somebody! That girl took my purse!" in mid swing May webbed over to a lamp light post and stuck to the side of it. Below her there were not only hundreds or gaped mouths and pointing fingers, but an old lady struggling with her Zimmer-frame and a young girl with a neckerchief around her nose and mouth, running away quickly. She wore scruffy jeans and a large snow jacket and hat. After what May had just done, this would be easy. She waited for the girl to come closer, looped her legs around the top of the street light and hung upside-down like a monkey. Just as she did this, the girl came directly under her and felt two strong hands clasp onto her jacket shoulders.

"Don't you have anything better to do? Like remember it's the middle of July and that is a ski coat? Honestly, you must be insane in those fluffy gloves and hat, and to think you could go in public like that." she swung up to side right side up on the light and dangled the girl over it, making her squirm. "Excuse me Mam!" the old lady shuffled her way over, partially confused and shocked from what had just happened.

"Y y yes?"

"Did this girl take something belonging to you?"

"Well…yes. My black purse. In her hands." May looked to the quivering girl's hands. She couldn't stop looking down.

"Do you have something for the nice lady?"

"P put me down!"

"Not the answer I was looking for." May stuck a web to her back, and started to lower the girl closer to the ground. May then jumped down and stood between the dangling girl and the old lady. The girl started to whimper and panic, throwing her limbs everywhere as may went closer to her. "Now now. I'm the good guy, I don't hurt people so calm it."

"Take the purse! Just let me go you freak!" May flinched. Freak? She wasn't a freak. She was a good guy. May shook it off remembering that this was the bad guy. Why should she take any notice to the ramblings of a frightened thief?

"One, it isn't nice to call people names." She webbed over the girl's mouth. "Two, it isn't nice to take things that down belong to you." She pulled the purse from her hands. "And three, you did the crime, you do the time." May handed the purse to the old woman and pointed her finger at the girl, who was muffling colourful protests under the webbing. "And four." She stepped real close to her and put her hand on her shoulder. "If I ever see you steeling from defenceless old women again, I might, get, angry." May then put her hand on the light post and bent the shape of her hand into it. "Have a nice day." Spidergirl looked to the old woman and smiled under her mask. "Could you call the police please?" she took a step forward, but the woman cowered backwards.

"T Take my purse if you want it. just leave me alone, please." May flinched again. she had just helped this woman and she was terrified of her. "Don't think I don't read the papers. I know all about you and the other mutants."

"What?...but I. I just wanted to help…"

"Your kind aren't welcome here!" a man stood out from the crowd and waved his fist threateningly. "Go back to the sewers!" she stood there in silence for the moment. The other people from earlier had thanked her for helping. But now she was being called a mutant, a freak, and being told she wasn't welcome. It hurt. It hurt a lot. _Maybe this is why dad gave it up. Not everyone is nice to people who are different…_

"Well you know what?" she said sternly and made everyone shudder backwards. "You must have me mistake for the lizard or a crocodile person because I am Spidergirl. That means Spider. Spiders don't come from the frikkin sewers." She said bitterly and shot a web at the top of the nearest building she could find. "And you bloody welcome." She added just before pulling on the web and launching herself off. Tears seeped from her eyes and she didn't even look where she was going. She just wanted to get out of there as fast as she could. She only stopped when her arms hurt and she saw water coming up very quickly. She was going so cast, that she was going to collide with the supports for the Brooklyn Bridge. She shot a web up at the last second and yanked herself around the hefty metal once, twice and stuck to it. She started to climb it until there was nothing left to climb. She stood on one of the very pinnacles of the bridge, just looking at the city from the view. "Those people…am I really a freak now?" she asked aloud and dropped to her butt. She swung her legs back and forth and leaned back with her hands. Her stomach growled loudly interrupting her dull thoughts. "I am hungry after my little speed swing." She pulled her bag from her shoulders onto her lap and unzipped it. "A sandwich wouldn't hurt." She pulled a ham salad sandwich out of a rapper and chuckled as she was about to bite it. "Der, the mask." She lifted it just over her nose and nibbled on her sandwich. But a slight tingling sensation made her stop. It was only slight, so was she in danger? Or should she be on her guard.

"Well here's a sight you don't see every day." May looked to her left from a soft Germanic voice and her mouth fell open. There, hovering in the air was a guy who looked to be in his early 20's, in a bright green spandex body suit with yellow jagged boots. The yellow traced up the outsides of his legs like a thunderbolt to his crotch and groin, where they made a yellow pants fitting (like the red ones Superman wears). Then the two bolts led from the centre of his lower abdomen up his six pack and over the centre of each peck and over the back of his shoulders. He wore huge yellow gloves with two thunderbolts coming off the outside of each one. But his mask was unbelievable. It was like a huge 5 point star, placed over his entire face. She could see his eyes through eye cut outs and his nose and mouth between the bottom two points of the star. Another two of the points were smaller and at each side of his baby blue eyes and she returned her gaze to the largest jagged point that shot up from his head. It wasn't too big, but made his mask look like it was an explosion of electricity itself. She then noticed that his outline was crackling and yellow.

"Let me guess. Thunder boy?"

"No." he chuckled and hovered closer."

"You're never static shock?"

"No…who's that?"

"Never mind." May took another bite out of her sandwich, glad her mask hid her eyes as they looked at him every now and then. He was certainly…yummy. "Sparky?"

"No." he chuckled again and indicated to where she sat. "May I join you?"

"Sure thing Sparky."

"My name isn't Sparky." He smiled. "It's Electro."

"I prefer Sparky." May teased and took another bite out of her sandwich.

"No I know new York girls like to lunch in style. But this is a little eccentric." He sat next to her and his electric aura seemed to fade away.

"Hey, super people have to eat just like everyone else does. I've had a busy day." The sandwich was finished and she put her bag to her side.

"I ate before I left."

"Go you. But I have been going since first thing."

"Very well. You know my name. Are you going to tell me yours?"

"Maybe." She stretched off and saw his blue eyes dart lower down than her face… "Or perhaps you aren't interested in my name?" he chuckled looked back to her face.

"I am guy. I couldn't control myself. Especially when you pack yourself into such a skin tight outfit."

"Tch. I came up here to eat. Not to be flirted with."

"And you have eaten, and now I am flirting with you." _My he isn't shy is he? Certainly confident…and bloody fine looking._

"And why would you be flirting with a girl who has Spider powers?"

"So is it…Spiderwoman?"

"Oh, close. Spidergirl."

"I think Spiderwoman would suit you better. You certainly don't look like a mere girl." She pulled her mask over her face, succeeding in hiding her profuse blush. This guy was a predator! His eyes were roaming with no restraint over her entire body. And he seemed to like what he saw as he edged closer to her.

"I will keep that in mind, Sparky. But I have to be getting back to what I do best."

"I would love to do that with you." She looked at him with her mouth open, but hidden by her mask. He was smirking hungrily at her and she had to get out of there. She didn't handle embarrassment very well.

"Sorry. But I hardly think." but he pulled her to her feet and held her hands to his chest. "...that perhaps you could come and help me if you have nothing better to do." Damn! How did she just crumble like that? Electro gave her a lady killer smile and kissed each hand in turn, then held them to his chest.

"I would." But a beeping interrupted him and he released her hands. He pulled a pager from his glove and read it. _That is really fancy. It looks like it costs a lot anyway._ It was small, silver and looked very high tech with **Dillon Tech** printed on the side. "I would love to, another time. It appears I have family matters to deal with right now."

"Alright." She nodded and turned away from him. She then turned slightly, her hand on one hip and looking rather edible from his point of view. "See you round Sparky." She then dived off the bridge with a web on one of the opposite supports. She swung herself along the bridge, her spirits lifted considerably. _Electro…_

Electro was still stood on the support as he watched that fine goddess swing away from him. _God she was gorgeous!_ He had never seen such a prize before. Damn his father for paging him. He sighed and powered up again, rocketing off into the sky. He could use the clouds natural electron forces to transport him anywhere in the city. He emerged a few seconds later above on of the newer, and taller skyscrapers in New York. Dillon industries. It looked just as business class as Wilson Fisk's, or the King Pin's lair. But more modern with a smooth domed top and high tech sonar/radio/scanning aerial and disc as it's pinnacle. Electro landed on the domed roof and pulled off his right glove. The door inside accepted his fingerprints and he entered the building. The door led to a room with hundreds of suits. Ones identical to his on one wall, another full of a similar, but more punk costume and another with ones like his, but older and more retro with white straps over the front, making an X and two more in each thigh. Electro pulled off his costume, hung it on his wall and changed into a set of pre selected clothes. He combed his natural blonde hair into short curtains and brushed off his Hugo Boss suit and looked at the tie. "Father must have picked this…" he grumbled and refused to wear it. He had class after all. He walked out the suit room and placed his pager into his pocket. The next room was an executive lift to an even more luxurious room of operations. The floors were tiled blue, the walls cream blue and the large windows to the left over looked most of the city. He unbuttoned his top two buttons and walked with a smile on his face. "Pa? Sis?" he walked into the centre of the room, to a round circle couch and a table in the centre. "There you are. You paged me?" He swung over the couch and sunk into it, prepared for a briefing of any level.

"You took long enough Eric. Where were you?" Eric smirked at his sister, already with a come back all lined up. She had long blonde hair, natural like his, with the same soft German accent and arrogant attitude. She had long plats, one over each shoulder forward, bright pink lipstick and eye makeup, a pink halter neck top that showed off her entire stomach and pitiful cleavage. Her black designer mini skirt matched her high heel rich bitch platform knee boots. She was really small too so never went anywhere without boots. Unless in costume.

"Somewhere. Where were _you_ last night Elisa? With that Stacy White bitch of yours? Or where you screwing her boyfriend Flash?"

"None of your business you jackass!"

"Now that wasn't very nice. Don't you love me little sis?"

"Get bent!"

"SILENCE!" both siblings stopped their squabbling as their father stood over them. Unlike them, he had a heavy German accent, had reddish brownish hair and a harsh appearance. He also never changed out of his 'uniform' as he called it. it was very much like Eric's, but had white straps over his front and shoulders, making an X and also two over each thigh. The fabric was also not as bright as his, but was the original. "I grow tired of your constant bickering. You are not here to argue like brats!" he thumped the table to emphasise his point. "Now Eric, how is the Dillon image coming?"

"We are succeeding father. Our company is making millions a day and I have been invited to many events that will up our public status. Even my sister has been made offers."

"I have even been asked to appear in reality TV shows. That I have declined of course." She huffed. She hadn't declined, her father made her say no.

"Good, good. you say there are a number of social events. Are any coming soon?"

"Yes. In a few days there will be a press conference and all the major papers and media will be there."

"And what will the topic be?"

"They want to know what our company will be doing for the scum suckers of the world." Elisa scowled. "We should let them die. Not give them _our_ money."

"What my dear sister means, is that we will be asked questions on the funds and research our company is doing for the poor people in the world. In places like Africa, Ethiopia, Bangladesh and so on."

"Good. But I have a little mission for the pair of you tomorrow." Now both of them were interested. Which was obvious from the growing smirks on their faces.

"Now you're talking. Who do I get to fry for you?" Elisa rubbed her hands together and her eyes glowed blue as stray sparks licked at the air from her body. Her father chuckled.

"Anyone who dares to interfere with a little 'Bank trip' you will be making tomorrow. The tax collectors have a watchful eye on what money we spend on what. So our secret deposit box for our after hours activities, needs refilling. And with hard cash, not diamonds or jewellery this time Elisa." The original Electro sat down with a smirk on his face. "You may be a child after my own heart for the finer things in life, but you must remain focused. You can by those novelties in you public image Elisa, not as Electra. Understand? Besides, that White girl takes you shopping for that stuff every day she can."

"She is very good at that sort of thing. That is why she is my best friend, she's rich. Like me." Elisa crossed her arms over her flat chest smugly. "And her boyfriend is rather nice…"

"I knew you were screwing him." he whispered.

"Not yet little brother. Not yet." Eric rolled his eyes. They were twins, both just 21, and he is the little brother because she pushed her fat head out of their mother first. He missed his mother, but not that much to care. Not since she tried to drown him and his sister, from being their father's child. _Bitch…_ "Besides, you can't get at me for looking at the cute ones of the opposite sex, when you go on the prowl all the time. What was last week's name?"

"Simona. She had nice legs." _But not as nice as my Spider goddess…damn I have to stop thinking of her. I've only met her briefly today, and I just want to._

"If you have finished day dreaming boy. You have a business to appear to be running." Eric sighed and got up.

"Yes father." he was joined by his sister and they both put their right hand in the air. Their father nodded and they all saluted a portrait of Hitler, and their grandfather and father, the Red Skull. They left the Opps room and entered the more public side of the building (minus their actual living quarters).

May helped to get a cat out of a tree and get a balloon back for a little boy before returning home and hiding her SBP, with her costume in it, evidence of her leaving her room, get into her nighty, eat a meal and wait for her father to come home.

"Honey? May?"

"In (cough) here." She even smeared her face roughly to make it look red and soar.

"Oh honey. She don't look well still. Did you have an eventful day?" Peter chuckled.

"Erm, yeah sure." She kissed her father's cheek and hugged him tightly. She looked on today as an experience, a look into the life that her father had to lead for so many years. There were high points like when she helped those officers get their money back and got a thanks. And there were low points where she was frowned upon and called a freak and a monster. He had to put up with those prejudice people for most of his life and still did the right thing. "I love you dad." Peter smiled and hugged her back tightly. He had needed that hug all day. And she had just made his day.

"I love you too May. I really do. Never forget that no matter what you do, I and your mother will always be proud of you and love you, no matter what."

"That's good to hear."

"You get some rest. You still look a mess."

"Oh, thanks." May smiled and crawled under the covers. "Good night dad."

"Good night honey." Peter slowly left and closed the door. He looked over her as she slept later that night and sighed happily. _Yes, she was worth it. she was worth giving up my mask and webs for. I did it for you May, to keep you out of danger. I would hate for you to have to have anything to do with the likes of Venom and the kinds of people I had to deal with everyday. I don't know what I would do if anything ever happened to you. Good night. I love you._

_And the angel sleeps after her hard day in hell._ Venom watched as Parker left for the final time and crept from the wall to her veranda. _She looks so peaceful. Not at all like the vixen we saw today, seduce and attack those weak fools that dared to displease her. Yes, we will have to teach her not to insist on being the 'good guy'. But that will not be difficult. _His tendrils quietly opened the glass doors and closed them after him. Venom looked, making sure Parker wasn't at the door still, and ebbed ever closer to his prize. _To think that boy of static mortality would try to catch her eye. She is ours, and we will not share her. _He stood over her bed, simply basking in her soft breathing and even softer skin. _We will make our move soon. When you have had more of a taste of your powers, when you become addicted to them, we will make our move. Enjoy our gift, as it may prove to soon become a curse if you disappoint me. Like Parker did._ He sniffed in her scent deeply and had to restrain himself from touching her skin. She was after all half Symbiotic Spider now, thanks to him. So her fertile scent stood out even more now, enticing him to take bite…and oh how he wanted to take her. But he would wait. He was good at being patient. If he moved on her too soon, all his plans would fail, and she would refuse his teachings. _And we can't have that now can we._ Venom left soon after, hearing Parker come back and leaving a small note in the palm of her delicate hand. _Until tomorrow my vixen, until tomorrow…_


	5. A new woman

_**Chapter 5**_

The next day started very much like the day before. May played sick, Peter bought it and left her for the day, she grabbed her SBP, put her clothes in it and climbed out the skylight in full Spidy wear.

Right now she was perched on the very top of Saint Patrick's cathedral. It was 10am; she had webbed up a bunch of thugs who tried to rob a local deli and stopped someone from escaping arrest. Apparently he stole a car. A police car. "How stupid do you get?" she chuckled and slotted a new web cartridge into her left web shooter. The right one was still fresh from that morning so she didn't change that one. May was about to swing off in search of crime, when something caught her eye. A man in his mid 30's wearing a blue business suit was shakily scaling up to the pinnacle of the cathedral, where she was. "Can I help you?" _what is this guy doing up here?_

"O Oh. I I didn't know this place was taken. Do you mind?"

"Erm, free country last time I checked." He smiled nervously and pulled himself up to stand, holding on to the spire with all his might.

"Thank you. It means a lot."

"Sure. I'm not exactly going to stop you." _This isn't right. my spidersense might not be tingling, but my woman's intuition is. _

"That's good to know." he chuckled weakly and looked over. "I love this place." She wasn't taking her eyes off this guy. He had matted brown hair, grey eyes, pale skin and was shaking terribly. "I needed to come up here." _No, you need a hospital. That's what you need._

"Come up here often?" she edged towards him. May stood next to him and leaned against the spire.

"Never. You?"

"First time. What's your name?"

"Gorge."

"Hi, I'm Spidergirl."

"Oh, that's nice. How's your father?"

"Who?"

"Spiderman."

"He isn't my father." she growled slightly, but bottled it up. Now wasn't the time for frustrations on keeping her identity safe. And her father's. "Nice view."

"Yes, very nice." He looked out. "I used to come here, not up here you understand, but to the cathedral to pray all the time when I was younger. I used to be a choir boy at the Christmas Masses." He chuckled. "I used to hate that white dress they made me wear. But my mother always loved it. She said it made me look handsome."

"So you're a religious person."

"I was…my faith was everything to me…"

"Was?" she stood right next to him and cocked her head to one side.

"Yes, was." he was quite for a time, before he sighed. "I was christened here, my family new the whole priest union here. And I met my wife here."

"You're married? Have any kids?"

"Yes, one you're age from the sounds of things. And one younger, only an ankle bitter, 3. My eldest child is 18. His name is Cody and the youngest is Nancy." He sniffed as a silent tear fell down his cheek. The one May couldn't see. "Do you have any family?"

"Yeah."

"Your parents happily married?"

"Yes."

"But are they? Truly? How do you know?" Gorge still looked out to 5th street, in a sort of trance. "Do they even know…" May became on edge as he let go of the spire and took step forwards. "I thought I did…"

"Gorge, just come back over."

"Faith. What is faith? Is it the surety that God will reward those who live good lives? I thought so. But then why, after all these years of faithful worship and lawful living, has God abandoned me? I did everything I was taught, everything in the bible. I came here every Sunday without fail, without fail." He clenched a fist. "I have worked hard for over 20 years of my life, over 20 years, slaved away behind an office desk and phone for my family. We are all christened, we all had faith. And I was tricked…"

"Who tricked you Gorge?" May stepped after him.

"God tricked me…he screwed me out of life. The wife I treasured and loved, in the way in which God wanted, betrayed me. I came home and found that the kids were at a youth centre for all ages and she was fucking the postman." He spat and choked a sob. "So where was God when I found her huh? Where was God? Isn't he supposed to look after his followers?" he sobbed and tears fell. "It hurt so much…it hurts too much." He took another step forward and May gasped and tried to 'preach' to him desperately.

"Gorge, the world is full of temptations and bad people. I thought God sent the good people to heaven and punished the sinners. If you have lived a good life then.

"Then why am I being punished? You are so young…you think that only the bad people suffer. You will find, the good people suffer a lot more than the bad. And I have suffered too long. I have lost my faith, my wife, my children and my will to on." He put his arms up, making a crucifix with his body and went limp, falling off the pointed spire roof and to the ground.

"NOOOO!" May nose dived after him and hooked her arm around his waist. she then webbed up at the spire and swung them slowly and safely to the ground. "You worried me there for a minuet Gorge. Gorge?...Gorge!" she laid him flat on the ground and watched as his eyes were large, watery And glazed over. "But I saved you Gorge. I saved you…"

"You made my day Miss." He coughed heavily and tears began to swell in her eyes as blood trickled form his mouth and nose. "…it was nice…to now there are still…good people in the world…"

"Gorge. I saved you…don't die." She looked around at the large surrounding crowd. "CALL 911!"

"We already have." One woman said, afraid from the fierce way May had shouted. She turned back to the dying man and held him into her chest.

"No, no don't die. Don't die on me…I saved you…"

"I was too far gone to be saved." He coughed again and she felt his skin go cold on his cheek. "I am with the lord now…I wish…"

"Yes?" she whimpered.

"I wish…there were people like you…to stop the evils of the world. You are so pure…never forget your innocence…never lose it…innocence and kindness are one of the greatest gifts from God…you child…are truly blessed…"

"Gorge? Gorge!" she screamed and tried to shake him awake. "Gorge!" she sobbed as the ambulance pushed past the crowed and encircled her. It was a sorrowful scene. May had the cold, dead man in her arms, rocking him as she cried. "I saved him…why did he die? I saved him…"

The paramedics checked his vitals and new he was dead.

"Mam, did he fall?"

"No…I saved him…" she whimpered from the back of the ambulance. Another ambulance drove held the dead man and they were currently doing final blood checks and identifying the body before it would be taken away to the morgue. The paramedics had May rapped in a large blanket and one of the women sat next to her. it was obvious that she was young from the way she took the death. _Poor dear. Too young for this_. The woman thought.

"Spidergirl. Is that your name?"

"…yes…"

"Did you know him before today?"

"No…how could he die? I saved him…" she said to her trembling knees and sniffed.

"There was nothing you could do. The blood tests show he overdosed before climbing up the cathedral. No matter how quickly you could have gotten him down, he would have died anyway.

"People aren't supposed to die. I saved him so that he didn't die…but he did…"

"One thing I've learnt from this business…is that you just can't save them all." She placed her hand on May's shoulder, but she pulled away and didn't stop walking until she was out of the van. She panted heavily and clenched her fists. "We don't have the power to."

"_I_ have the power." She looked over to the closed ambulance as it drove away, taking the dead man with it. "I have the power, and the responsibility to prevent _that_ from happening. He died because I didn't save him in time. I knew he shouldn't have been up there, but I just listened to him. Too blind to see he needed help. He should be in hospital, alive right now. Not in a body bag on his way to the morgue." May seethed and stamped her foot, making cracks in the concrete road. "I have been given a gift, great power, kindness and innocence. And with these gifts I should help good people, good people like Gorge. I have been given a great gift, great power." She slowly raised an arm to the top of a near by building and shot a line towards the roof. "And with great power, comes great responsibility. One, that I will never overlook ever again." and she was gone.

But she didn't hide.

She didn't go home and call after daddy.

No

May went straight back into the kitchen and prepared to cook up some well needed justice. She landed in the middle of a street, and waited as a pair of store thieves ran her way. The first got a fierce punch to the gut, breaking his rib with a sickening crunch and the second received a powerful boot to the face, unhinging his jaw and making his nose bleed like a river. But her blood still boiled. She webbed them up and webbed off, soaring through the rooftops and landed on the bank roof. For over an hour she simply stared out at nothing, consumed within her own mind.

_I killed him. _

Onlookers, if there were any, could have thought she was a painted gargoyle from the way she didn't move. At all.

_How…how did this happen? Father didn't let this sort of thing happen. Did he? Is this why he gave it up so easily? Because of this, this pain of loss? I didn't even know the guy, but I still feel that a part of me died with him today. I could have saved him, he even asked for permission to be up there with me. And I just let him. Free country I said. I might as well have pushed him off that roof…I let him die. I just sat back and let him. Overdosed? It didn't matter. Drugged up or not I should have saved him. I did save him…it just wasn't enough…being Spidergirl wasn't enough…having these powers just inst enough. I need to learn how to use them. Dad said once that his powers warned him of every situation, as well as danger. Why didn't mine warn me he was going to jump? How could I have been so naïve to think all I needed to do was put on a costume, get some powers and be Spidergirl. Being Spidergirl needs more than powers and a mask. So I can lift over 10 times my own weight and more. So I can web swing like I have been doing it all my life. So I can punch a couple of bad guys. So what. Punching bad guys didn't help Gorge…why couldn't I help him? Why did he have to die…?_

_You just can't save them all?_

_That can't be true. _

_That is what super heroes are for, to save those normal people can't. That's what makes them super…I'm not super. How could I just think I could take over from my dad just like that?_ She sniffled as fresh tears made her mask wet. _He had years to get this right. I just ran head first and blind into the frying pan and got burned. No, I didn't get burned. Gorge did. _

_When I screw up, others die._

_I can't screw up again. It's too important to be focused to screw up. The responsibility is too great for me to screw up. I guess, I thought it all as fun before. Now I see it is more than just fun. _

_It's a job._

_A duty._

_And a calling._

_And I ignored that calling today. _

_And someone died._ She rose to her feet, a new woman. Her head high and her mind clearer than it had ever been in her life. _Well no more. Evil will take no more good people while I am here to protect them. I will not let anyone die on me again. I can't save them all? I can try. And if I do, I will save them all. I will save them all, or die trying. _She clenched a fist and steeled her tears. _You were right Gorge. But you were so wrong. Yes, I am blessed. Yes, sometimes good people suffer too. But no, I will not let anyone else fall to their deaths, to evils permanent tourniquet on innocents' throats. And there are people in the world like me, who will stop evil from hurting the weak and helpless, the good people. Me. I am one of those people and will never lose sight of that. Never again. I am sorry about your family and hope you are with your God now Gorge. I hope you found your faith. Because today, thanks to you Gorge._ May looked up high into the sky and held her fist to her chest. _I have found mine._ She stood their in silence, in respect for the fallen man, whenher spidersense tingled madly. She jumped to an opposite roof top just in time as an explosion shattered the glass.

**_Earlier that day at Dillon Tech Enterprise._**

The curtains opened with a jolt of light and made the 20 year old 'It girl' squirm from the sudden rush of light.

"Grrr, what time do you call this Sheryl? You better have my coffee!" Elisa snapped and rubbed her eyes.

"It is on your side table Mam. And it is exactly 9am."

"What? What the hell is wrong with you!" she scowled at her maid and rubbed her fingers under the quilt, wondering if her father would punish her if she frazzled the help.

"Your father instructed me to wake you up. Apparently, you have something to do for him today." Then she remembered and dispelled her charge through the bed.

"Oh, right. Now get out."

"Yes Mam." After the help left, Elisa took a long, luxurious shower in her Master Suite bathroom. She then tied her blonde hair into a perfect high ponytail in a green bobble and let it dry naturally. She then hurried in drinking her cold coffee and putting her underwear on, wrapping herself in a long robe and left her room. She then took another elevator to the opposite side of the building and banged like a banshee on her brother's room.

"Hey!Arsehole! Get out of bed and." The door opened suddenly and whacked her in the face. "OUCH!"

"Morning." Eric sniggered to himself and left her behind, also in a white robe. "Are you coming or not?"

"I hate you…" she scowled all the way to the Opps room and sat on the circular couch, pouting like the brat she is. "Where is father?"

"I am here my child." the original Electro stood in old uniform, pressed and primed to perfect for battle. Though both Eric and Elisa knew he wouldn't be leaving with them. No, he didn't do the dirty work anymore. But he was still a bastard in the battlefield. "Now, suit up and return for your target." They nodded and made for the back room, with the three walls of green and yellow. When they returned, Eric wore the same design outfit as the day before, but Elisa wore large white platform trainers with green laces and tongue, dark, deep green tracksuit trousers with one large thunderbolt on each outside leg from her hip to below the outside of her knee. She also wore a green spots shirt that had no sleeves and showed off all her stomach but none of her (non existent) cleavage. There was a large yellow thunderbolt on her chest and she had long gloves with no fingers in them that came over her elbows. While Eric inherited the name Electro, Elisa chose the name Electra or Aftershock. She liked both names and could be traced by both. But as for Eric, he simply called her.

"Small fry? Hurry up will you."

"don't call me that." she huffed and they both sat on the couch, all suited up. Their father didn't bother to look at them and simply went into military mode.

"Your target is a selected bank that was recently restocked with dollar bills. You will leave immediately and collect as much as you can before I call you back through your ear pieces. Now, leave."

"Yes sir!" they both chorused at once and powered up. For Electro this was simple, he could generate actual electricity instantaneously. But Aftershock only controlled static electricity. So she had to make a charge and she rubbed her hands together and finally hovered with a blue aura. With a crackle, a blur of brilliant yellow and flickering blue shot out of the open hidden door and jolted around the city to the marked bank on their maps.

"Are we there yet?"

"Soon…what is that?" they both stopped dead, hovering high in the air and watched as something black jumped over roof tops at a tremendous pace. "I say we take a look."

"No, if we are late to the bank then father will."

"Shut up small fry."

"I am older than you! You should."

"Shut, up. Now, follow me. We both know you aren't powerful enough to hold up a bank by yourself, so you will have to follow me. The sooner I check what ever that was out, the sooner we can become loaded and you can bugger off to that Stacy bitch of yours."

"Grrr!" They touched down on the same roof top they saw the black thing and looked around. They couldn't see it anywhere.

_We know that human. Isn't he…yes. That is the mortal that dared to seek our protégé's attention. _Venom had blended in with the shadows of the next building after he sensed he was being watched. _But who is the female?_ She was shorter than the male, had the same eyes and a vicious pout. Even their masks were the same. _Scrawny, ugly. Not at all like our little Spider angel. Speaking of May, we lost her after that human threw himself to his death. She is certainly learning to use her powers quickly. We had to really try to keep up with her. we wouldn't have lost her, if those fools hadn't followed us. They will pay…_

"Look Er, Electro. Dad will kill us if we don't get to."

"I know I saw it down here…" he ignored his sister's whining and looked around. "It has to be here." A loud hissing roar made them jump, power up and spin around. But there was nothing there…

"I don't like this. I want to go!"

"Shut up."

"Look, I'm going to the target sight. And if you don't follow me, then I am telling father." Aftershock rubbed her hands together and bolted off into the sky, looking for the bank. _Perfect. Now he is alone, we will teach him his place._ Electro span round again and created balls of electricity in each hand.

"She can't take a bank by herself. I better…" a black tendril shot out from the shadows and snapped down on his back. He screamed in agony and fell to his knees. "Fuck!" his eyes glowed and now, he was mad. "Come out and get it freak!" he stood tall, powered to the max and ready to kill. That was good, as so was the hidden foe.

"**As you wish."** But Electro still couldn't see him or see where the voice came from.

"Where are you?" behind him his shadow bubbled and bulged silently and tendrils grew from the floor beneath his feet, growing taller than the vulnerable punk kind, in Venom's view. But as a low hissing started up right behind him, and a large shadow engulfed his body, Electro flared his protective energy field and shocked the attacking limbs. Venom hissed and stepped back, giving Electro time to turned around to face him. "Ok, now I know where you are. Now, _what_ the hell are you?" but he didn't get an answer as he was smacked in the face by a wild tendril, sending his entire body into a spirally mass before he hit the ground. "Ok, now I am angry." He collected energy in his hands and launched towards the large Black creature. Venom cackled and side stepped him. After all, Venom was the youthful veteran. Electro was a second generation fresh kid. So every move Eric thought he could do, Venom would be able to not only do it better, but counter it with ease. "Lucky shot." He crouched down low and put his hands on the floor, not taking his eyes from the demonic white ones at all costs. They just gave him this foreboding felling in the pit of his stomach. "See how you like this!" he shocked the roof tiles and Venom hissed as volts of electricity coursed through him. His tongue coiled at one side and his tendrils were reabsorbed into his back. "That's more like it." Electro sighed, relieved that he only had two arms and legs to worry about, not those and several tendrils that whacked a nasty punch. He set off running and took his fist back, flaring with flickering volts.

"**Damn boy! We will eat your brains!"**

"Eat this buggy!" Eric punched him in the gut and flowed hundreds of volts through him. For a few moments they simply stood still, as if frozen in time. Only Eric's right fist smocked, still embedded into the black 8 pack.

"**Heh heh heh…"** Venom hissed in his face and threw his head back, laughing madly. Eric was speechless. It hadn't had any effect.

"O Oh."

"**O Oh indeed."**

**_Back at the bank_**

"Oops…" Elisa or Aftershock hadn't meant to use that much power getting in. one broken widow would have been fine, not all of them. "Ah well. Time to get to work." She walked in through a broken window as everyone started flooding out of the building. She grabbed one of the staff and held him by his collar up in the air. Though her hand hurt, she hid it pretty well. "Look, I am not playing around and I will fry you if you do one thing wrong. Ok?" he nodded frantically and she put him on his feet. "Good. now open the main safe, the one with all the dollar bills in it and hurry. I don't have all day." _Not after how long Eric took with his damn paranoia…_

"Y yes. J just don't hurt me!" the man scrambled deeper into the almost desolate bank lobby. He went behind the desk and she followed, pulling a large containment bag from her belt and charging it. that way, she could just pull it along with her powers and not have to carry it. she wasn't that strong after all. The main volt doors swung open and the man ran for it. She let him go after all, she didn't need him anymore.

"Can't do this by my self huh? I will show him. just because I'm a girl, doesn't mean I cant do this without him." she smirked.

"You go girl! Nice to see Girls are filling out all areas of modern life now. I was getting really fed up with only guys getting to the high crime status. I tell you, if I get one more bag _guy_ staring at my ass, I am going to flip!" Aftershock span round and couldn't keep her mouth shut.

"What the hell are you supposed to be?" she sniggered to herself and folded her arms arrogantly. May just scowled (under her mask and folded her arms, mimicking her new foe.

"For your information, I am Spidergirl. I am surprised you haven't heard of me, the only female Super hero this side of the Apple. Never mind." May lowered into a fighting stance. "Now I will ask real nicely. Put the bag thingy down, put herself out of that volt and step away from the tacky 'Sporty Spice' costume. You really didn't think twice before you put that on did you? Now come on, tracksuit bottoms? Couldn't you be a little more original?"

"Ha! Like you look better than I do. You run around in lycra, with _that_ figure? Who are you trying to kid? Lose a few spare tyres first before you try and pull that one off will you." Elisa wasn't a super bitch for no reason, she had plenty of practise at this.

"Ooo, the sports bitch has teeth. Well I got claws too you little hussy. Come and fight me if you dare. But I have one question."

"Oh?" she scowled.

"Why are _you_ steeling this money? Don't you get plenty of paying customers at the slut's convention last week? Or was that too posh for you? I bet you prefer the street corners. Less light to put off buyers."

"You little bitch!" Aftershock launched at May, hands outreached and ready to throttle her. but Spidergirl chuckled, side stepped her and grabbed a fist full of her hair.

"Don't you just love me for it?" May dragged her by her hair out of the bank backwards. "And who are you to talk about having a few extra tyres? You could start your own garage!" May lowered to one knee, yanked on Aftershock's hair and snapped her back over her leg. The shrill that came from her lips was all that Elisa could say. Her back hurt that much. "I am an A list good guy, if you can't keep up, drop out and give up." She knelt up and smashed her head on the ground.

"AAAAA!" Elisa screamed and rubbed her hands together madly. With a jolt, May was propelled into a street lamp, and broke straight through it. "Cow!" Elisa held her back and pulled herself up. "You will pay for that!"

"Sorry, my wallet is at home. Take this a payback instead!" before she could respond, Aftershock had her mouth glued together with strong webbing and had a fist in her gut. She screamed and stumbled backwards. "How'd you like that, Bitch." There was no way she was going to win this, she could see that. She would need to get back to her brother. She hated him, and he vice versa, but he wouldn't let her get captured under pain of death. Enforced by their father. She rubbed her hands together and shot off into the sky, back to where she left her brother. "Oh no you don't!" Spidergirl quickly shot a ling of webbing onto her foot and tried to pull her back, but she was yanked off the ground and taken for a ride. "Oh boy!" May used her feet to push off from building sides and steadily climbed up the web line. "Slow down! Crazy super powered driver!" Elisa tried to shock her off, but thanks to the good old Spidersense, May avoided each blast. Then Elisa was relieved when she saw her brother's energy filed spike from a near by. _At last!_ She sped up and didn't bother trying to throw May off anymore. All here efforts were focused on getting to her brother, and dealing with the accursed Spidergirl later. She was almost there, when Spidergirl's feet met with the wrong building roof. "Now let's get better acquainted!" May yanked on the web line and caught Aftershock off guard, pulling her down to the roof and slamming her face into the bricks. She turned onto her back, and froze. Spidergirl was crouched over her with her middle fingers in her palm, and her wrist just over her eyes. "Nighty night." And that was it. Webbing engulfed her squirming body into a cocoon and she was dangled from the roof top. "And that's the end of that chapter." She took a deep breath and collapsed onto the roof. She pulled her mask up to her nose and panted. It was hard work handing on to that line as she was hurtled at several miles per hour through the air, over hundreds of feet above the ground. When she finally pulled up, a flash of bright yellow light caught her attention and she had to check that the little cocoon was still there. It was so where did that come from? May looked out to the general direction of the flash, and heard a loud scream. "Ok, that isn't normal." She pulled her mask back down and webbed over to the surprisingly near by building top. "Alright kiddies, play time…is…over?"

stood on the roof, were two super beings. One she had met the day before, Electro. The other however, was just not human. He was over 7 feet tall, looked pumped with muscles, had thick chaos black skin covering his entire toned body, had clawed hands, large white, demonic flame like eyes, a huge jaw of sharp teeth that was snapped shut from her arrival. But what really got her attention, was the large white spider on his chest. Did he have spider powers too? Then she heard a loud gurgling and realised that she had crashed a fight. The big guy had one clawed hand throttling Electro off the ground. His legs were kicking, but suddenly went limp. Along with the rest of his now prone body.

Three words came to her as she clenched her fists and prepared for the worst. She was _not_ looking forward to this. "Put, him, down." She waited a few seconds, but he didn't respond. She yelled loudly before charging at him, hand back in a fist and about to swing a boot out at him, when he simply dropped Electro to the floor. She stopped a few steps away from him and watched him. As he watched back. Maybe she had been hasty in thinking he was a major threat. After all, her spidersense hadn't gone off when she saw him. "Back away from him." she said with a stoic voice, and she was shocked. He actually backed off. Still cautious, she lowered her fists and made her way to the unconscious Electro. She dropped to her knees by him and shuck his shoulders. "Sparky? Can you hear me? Sparky!" no, this wasn't happening. She would lose another one. Not again. She slapped his face, and got no response. She was so enthralled in getting him conscious again; she didn't see the dark spectre leave into the shadows. May could feel a pulse, but it was weak and his breathing had stopped. "No! Breath damn it!" she pulled her mask up to her nose and pushed on his chest 5 times. Sealing her lips to his, she blew a deep breath into him, feeling his chest inflate beneath her. When he didn't respond, she pushed on his chest again for another 5 times. "Don't leave me Electro. Don't die please!" she whimpered and blew hard into his mouth. She had her eyes closed, so she didn't see Electro snap his brilliant blue eyes open and look at her. He playfully raised a brow, then closed his eyes and pretended to still be unconscious, careful to hold his breath. "No please, don't die please Electro…please…" she pushed her lips against his again, and was thrown onto her back. She gasped in his mouth as two large blue eyes looked into her eye lenses and pined her beneath him, holding her shoulders with his hands. He pulled his lips away from hers and licked them devilishly.

"Electro…"

"That's my name." they stared up at each other for a few moments, panting. He looked to her raising and falling breasts and smirked. "You have no idea how glad I am to see you…especially like this. Is it Christmas already?" He chuckled.

"You cheeky, arrogant son of a." but his lips silenced her. All the colour had returned to his dashing face and he let his hands roam over the contours of her body. She placed her hands on his shoulders, but didn't move away. As his tongue licked at her bottom lip, she gasped and let him sink deeper into her mouth. He groaned and ravished her mouth, thrusting his tongue in and out of her mouth like the sex act itself. And May wasn't just laying there, she snaked her arms around his neck and kissed him back with the same level of intensity as he was. One by one he pulled her legs open and looped them around his waist before lowering himself on her. May gasped as she felt his hard groin press roughly against her pelvis. The kiss was gowning more vigorous by the second, until Eric's ear buzzed from her com link. He tried to ignore it, but it just got louder until even May could hear that.

"Damn it." He pressed against it and listened. "What do you want?...she what! No I didn't…no I was a little busy with…I was attacked and…no she took off before it…yes I am all right now…but I." He growled and pulled off her. "Understood. Over and out." He offered May a hand and pulled her to her feet. "I. well I have to g." this time May cut him off and latched onto his mouth again, making him growl animalistically. He banged her against the wall and thrust his hips against hers. "You don't know how much I just want to." But his ear rang again. "Shoot that bastard!" May chuckled and pulled away.

"If you have to go, you have to go." She sashayed over to the rooftop edge. "See you round Sparky. I hope we meet again."

"Oh, you can _count_ on it!" she pulled her mask down and blew him a kiss. He caught it, and rubbed it down his body.

"You wish." She chuckled and shot a web over to the roof. But a pair of hands felt round her front and cupped her breasts.

"I do, every night. And one thing." His hands traced the valley of her breasts. "Try putting a Spider here, nestled in the middle of the web on your chest. The old Spiderman had one, see if you can improve it. I'm sure you will." She grabbed her hands and pulled him off her, before turning around to face him.

"I will. See you soon. And I hope you are as happy to see me next time as you are now." She patted his bulging crotch and turned back to her web line. "Good bye. Until next time."

"I can hardly wait." She giggled and jumped off the roof, swinging off into the city. Eric still grinned. His day had been perfect. His dad pulled a heist at the bank while Aftershock distracted everyone with a vigilante, she got webbed up and beat pretty bad, had to have her dad save her ass and punish her for failure and he got to have his fast growing lust for his spider temptress quelled. For now. But he would have to report back on that, 'creature', when he got back. It almost killed him. But he had to wonder how Spidergirl got him away from it, when he woke up on the same roof. And it wouldn't have just left. And there was no way that she could have fought him off. Not if he couldn't.

"**GRRRRR!"** Venom threw another crate into the factory wall at the harbour, livid as hell. **"Damn that punk!"** _she wasn't supposed to see us yet. Now she thinks we are a monster and she wouldn't have if we introduced ourselves as we planned. We will have to stay out of sight for a while. And yet, there is still hope. We just have to ensure she doesn't see us. But that electric pipsqueak will pay for his interference. When she started to breath life to his lips…it hurt. We couldn't even stay and watch if he lived or died…WE HOPE HE LIVED! Then we can rip his to pieces, piece of flesh by piece of flesh and feast on his brains! He will pay for this…we will make sure if it. _ He collapsed on the floor. He had tried to find her again a few hours later, but he couldn't track her like before. _She is getting really good at this. She has proven to be just as slippery as her father. Maybe it will be time for us to come to her again. She will be addicted or close by now to her powers. Yes, soon. Soon we will make the next move._ He looked out the old broken window as the moon light shone down on him. _Surely she will be at home now. She doesn't want for her father to find out who she really is. So she must be…we could just see if she returned home alright. For tracking purposes only of course. We don't need to see her…_ Venom sprang off the ground onto the wall and climbed out the window and onto the roof. He had been staying in this abandoned warehouse for years now. And it was perfectly close to where the Parkers lived, and other necessary places in the city. It only took him 5 minuets to web swing to her house. He landed on the roof and looked down through the skylight. All the lights were off, not that that mattered. But it would mean they were all in bed. Good. He turned towards the veranda, to see Parker stood in his full suit on the roof, standing between Venom and the Veranda.

"Hello Venom." He walked towards him. "What are you doing here?"

"**Why Parker, how rude of you." ** Venom stood to his full height and smirked wickedly. **"Now hug for your old pal?"**

"You are no friend of mine Venom. And I want you to leave, now."

"**By now Parker, you should surely know that we can do as we please. With or without your permission."** He hissed with mirth.

"I will make you leave if I have to."

"**How cute. You don't even care why we are here."** Venom stalked closer, and Peter stepped off.

"Why are you here Venom?"

"**We just wanted to see if you had made the right choice. And from that outfit…you have." ** Venom chuckled. But on the inside he was not happy. He would have to leave to avoid suspicion in having a connection with May, and he wouldn't get to see her. Venom ensnared Peter with his webbing and stuck him to the roof under protest. **"Make sure it stays that way Parker."** And he was gone, just like that. Peter checked in on May several times that night, worried beyond reason for his family's wellbeing from the visit of an old adversary. The only reason Peter he seen him was because he had been watching over May on her veranda, and seen him land on his roof.

"I love you May. Be safe my child." Peter sighed as he pulled the last piece of webbing from his clothes. He would have to invent some sort of alarm for Venom in future. It wasn't rest assuring to know he could just pop by when ever he pleased without alarm. "Tomorrow I will fix it May. I promise you, I will jeep you safe. I promise…"


	6. A name revealed

_**Chapter 6**_

"May? May are you awake?" Peter tapped her shoulder gently. "I will be at work all day today. Until 3am tomorrow morning at the earliest."

"Oh…(cough) ok dad." May pulled herself up and looked to her father, who stroked her cheek. He would be making a little trip to an old friend of his, Doc Connors. _If I could get the recombinator technology integrated into a smaller laser beam form…_he shuck it off and smiled to May.

"Listen, just as a heads up. There will be an event, a public speaking from the head of Dillon Tech enterprise the day after tomorrow. If you feel like going, let me know. Get your strength up honey."

"Ok dad…have fun." She pulled the blanket over herself again and waited for him to leave.

"I will try. I will see you soon. I love you May."

"I love you too dad."

"May…" he paused and wondered if it was worth warning her about Venom. But wouldn't that get her worried and ask him to become Spiderman again? And that would put her directly in the line of fire. He could rest his nerves another way though. "May, if any strangers tried to talk to you, who obviously had a shady appearance, a shady character, you would tell me wouldn't you? Even if they asked you not to, you would right?"

"Of course dad. Why? What brought up that question?"

"Nothing May. Get some rest honey. I trust you, you now that right? I know you would never keep anything of that level of importance." She chuckled nervously.

"What, of course I would tell you." She bit her lip under the covers. _Sure I would…except that I am Spidergirl. He he…sure I would…_

"I know. See you later honey." Peter smiled, his worries quelled and he left her, for work. _That was too close for comfort. _She waited for 30 minuets, pulled the covers back and went into her new routine. God help her when she had to juggle school, and being the webbed wonder. She looked to the costume before she put it on.

"Sparky is right. I am Spidergirl, I need a spider on my costume." She blushed from the memories of the day before. She couldn't believe that she had patted his crotch like that! what kind of a girl did he think she was now! But she still blushed as she started to add a little perk to the costume.

ooOoo

May, in full costume, swung herself onto the roof of a university somewhere, and looked down at her chest. now, there was a large spider there. The body was slim and long between her breasts, and the legs were huge and sprawled above, over, and under her bosom.

"Nice…I like it." she slowly turned, to see the devil and green and yellow costume himself.

"Yes, the view from here is lovely." She turned her back to him again, and smirked as his gloved hands held her waist.

"Lovely indeed." But he was looking down at her chest. no surprise there.

"And what can I do for you today? I am a very busy you know, I am on the A list of super freaks running around the city making a nuisance of myself. According to the Daily star." She pouted. Her father was the head of the daily bugle, and its rival was the daily star. And it was started to remind her of the daily bugle when JJJ was the editor…

"I think I would welcome having you run around near me."

"You would."

"Yes."

"Then catch me." she webbed off and swooped through two skyscrapers. From the crackling sound behind her, she knew he was close. Her head started to buzz madly and she let go of her webbing. She stuck to the side of a building and looked to the right instantly. A helicopter with gunned thugs was hovering above the opposite building and they were guarding the perimeter of the roof. Then she looked down the street to a bank…that was smoking. "Of all the times. Well, duty calls."

"What?" she saw Electro hover next to her, and look to the bank too.

"Some people have really lousy timing." He knew that was one of the marked banks for them to hold up tomorrow.

"Yeah you know. Well, I am going to have to stop them."

"You are?"

"Well, yes. Unless…you want to help me?" Electro wondered what reason she would have for stopping the thugs. But if he did help her, then he could save the money for him to take tomorrow.

"Sure, I would love to."

"Then let's go. And it's ladies first you know." May nose dived off the building and didn't stop her descent until she webbed out at each side, and swung herself from two flag poles.

"Impressive." He chuckled and powered up his electrical aura, following her like lightning.

"Ok thugs and thugettes. I can't remember getting my invitation to the party. My feelings were crushed!" she had her arms folded as one of them, male, looked at her very hungrily.

"I got your invitation right here baby." He licked his lips at her, and she smirked under her mask. This was too easy. Or so she thought.

"Back off scum ball. She's mine." Electro touched down next to her, eyes a blazing and hands holding two very large energy balls.

"Erm…you're not about to…" ok he was. He threw both balls to the floor and she watched as both bolts, bolted through the concrete and zapped all the thugs. _Ok, electricity of that voltage will be fusing them to the floor, stopping them from moving. But…why don't I feel it?_ She looked to Electro, who seemed to be enjoying beating these guys up way too much, and saw he was shielded by an energy field. And she then saw that he had stretched it to shield her to. "Ok, I think you should stop lighting them up like Christmas lights now."

"Aww, but it is so fun." He pouted, but released his onslaught.

"Good boy. Now stay." She poked his chest and put both middle fingers into her palms. "Now you." She webbed all of them in one wide spray of webbing and yanked them to the ground. She then stuck them there and looked back to Electro. "Thanks for the assist Sparky, but I have a bone to pick with you." She swung off, Electro in pursuit and they didn't stop until May dropped down (after a summersault) onto a roof top. "I am yours?" she put her hands on her hips and watched as he powered down, and smirked.

"Yes, you are." He put his hands on her hips, after sliding them under her hands. "Mine." He pulled hard on her and held her tightly. "And I will not share you with anyone."

"**RRRAAAAARRRR!" **Out of no where, Venom jumped from the shadows and punched Electro so hard, that he span at least 7 times before he hit the floor. May was frozen stiff. Venom was now stood where Electro was.

Venom had been watching her as usual; grateful she seemed to be going at a slower pace today, when pretty boy turned up. All he could think was, fucking hell! Then he kept his anger in check when the brat seemed to hug her and flirt with her a little. But she swung off so he relaxed. Then there was the little duo action at the bank. He had twitched through out the entire thing. He smashed a wall down with his bare fist when he heard that punk proclaim May as 'mine'. But when he held her like that, putting his hands all over her, telling her to her face that she belonged to him, he lost all control. He didn't even think twice when he solidified, sprang out from the shadows and punched that punk in the face. **"Heh heh." **

"Oh, you thought that was funny did you!" Electro growled and wiped the blood from his mouth. "You busted my lip!" May had to smile as the creature just chuckled even more.

"I don't think he cares…" she mumbled, folded her arms and looked to the shocked Electro. "What?"

"That thing attacked me before, punched me now, and you aren't even bothered? Look at it!" Electro got to his feet, and prepared to power up.

"No I am not. You see, if he was a threat, then I would have known." Venom opened his eyes even more, and slowly, he smiled. "You aren't a threat are you?" she said, very confident that he wasn't. After all, her spider sense hadn't gone off both times she had met him…knowingly.

"**To you? No."** he chuckled sibilantly and turned, looking down on Electro with disgust. **"But you should know, he is not what he appears."**

"You! What do you want? Wait…I know you…AA!" Electro went white under his mask as Venom opened his arms, letting him see the large white spider on his chest. "It's you!" Electro looked to Spidergirl, back to the creature and scowled. Venom let his large tongue slither out of his mouth, licked his animal fangs at him and rubbed his stomach.

"**Mmmmm brains…"**

"Fuck this. Come on, let's get out of here." Electro looked to May, who folded her arms and raised a brow. "Come on! You can't stay here with it!"

"**Ignorant punk…"** he muttered under his breath, and heard a soft chuckle from behind. May sat on the roof ledge and dangled her legs over it.

"Spidergirl!" he reached out to her, but she rolled her eyes.

"Does he give you the creeps or something Sparky? You aren't yellow are you…other than your attire of course." Venom hissed a chuckle and walked over to her. This was better than he cold have hoped for! She wasn't afraid of him. Her back was to him, so he blended his black skin over the white spider on his front and back. He had no idea if Parker had warned her about him or not, so he didn't want to risk her recognising him.

"Spidergirl! Look, he is."

"**None of your concern."** He interrupted and hissed angrily. For some reason though, May had this strange sense that not only was he safe for her to be around, but it was almost like they had met before…

"Alright you. Back away from her right now!" Venom had started to walk towards her, and Electro powered up.

"What is up with you Sparky?" she chuckled, thinking he was acting rather paranoid for no reason. What she didn't know was that he had every reason to act the way he did. Electro knew all about Venom, and his more recent methods of sustaining himself…

"Jest get over here, please." He tried to reason with her, but backed off as a wild tendril whipped out at him. Venom chuckled as the rather pale punk of a kid seemed to get the message, cowering towards the edge. "Last chance, I don't want to leave you with it."

"Why are you getting so skittish all of a sudden?" she leaned back on her hands, her legs kicking very girlie like and looked to him. he did look a little ill… "Are you feeling ok?" Venom took a quick step towards him and rumbled a low growl at him. now, he gave up.

"I am out of here. This isn't over freak!" he shouted to Venom, blasted off and went to report the new predicament to his father. if the great Venom was getting in the Dillon business, there had to be trouble.

"Sorry about him. He seems a little on edge today." She chuckled as the huge creature sat next to her, his legs over hanging to side too. But he didn't kick them like she did.

"**No harm done. He is just a punk kid anyway."**

"But he is probably older than me." she laughed and looked to the bank. _Good, they are cleaning everything up now. _"I hate to be rude, but I can't stay here long. Not only because the police are on their way, but I have work to do."

"**You do?"** he knew what she was up to, but he pretended not to.

"Yep. I may not look like it from my feminine exterior, but I am actually the newest and most impactful super hero on the scene. Don't I just look it?" she chuckled and threw her hands in the air. She arched her back and groaned, cracking her neck and back.

"**For a spider, you are very feline."** He hissed and she put her hands on her hips.

And what would you know of how a spider acts hmmm?" she pulled her SBP from the roof floor and strapped it on.

"**We knew your father."** _now to see if she grabs the bait. Both of them._ She was quite for a moment, and then jumped to her feet.

"You don't know my father."

"**Yes we do." **

"Just because I have the same powers and part of my name and costume is based on him, doesn't mean that Spiderman is."

"**We didn't say anything about it was Spiderman."** Ha, got her. She put her hands on her hips and tapped her foot. **"No use in denying it any longer, Parker."** Her head snapped to him, and he grinned, taking step after step backwards.

"Wait." He stopped, and smiled. "What did you call me?"

"**Parker. Or would you prefer May?"** she gasped and put her hands over her mouth. She then looked around to make sure no one else had heard that. _Good thing we are over 5 stories high on the roof._ **"And, just how are you coping? We thought Parker gave you orders to stay in bed?"** now panic was setting in. who was this guy? How did he know all this about her, and why did he keep saying we?...wait…

"You!" she laughed and entered a giggle fit. "I was really worried back there you know. I thought I had done something reckless or something." He raised a brow at her, so she thought she batter explain. "I know about you too, my guardian angel. And you thief you. Fancy stealing a necklace and giving it as a gift. Cheeky or what?" She play punched his shoulder and he hissed a chuckle.

"**It appears, we are both full of surprises. Including choice of company…"**

"Oh Sparky? He is cool. He just helped me stop a bank robbery."

"**We are sure he did."** he didn't trust that punk…

May put her hands together behind her back and lowered her head submissively. Now that she knew just who she was talking to, she remembered about how she first got her powers…and that kiss…

"Thank you…for making me Spidergirl. I have done everything I can with these powers I promise I have. And back there at the bank was nothing compared to what I have done so far. I saved some people from an armoured car, I."

"**Small things."** he raised his hand and stopped her. Both colossal hands held her shoulders, and a tendril lifted her chin to make her look into his demonic eyes. **"We have much bigger things planned for you. You are destined for greatness…"** the tendril smoothed over and traced down her elongated neck. It crept up the lining of her mask, and slinked up her neck to her cheek. Her mask soon lifted over her nose and the tendril still tickled and played with her jaw line. Every touch was unbearable for her. Something about the way his hands slid down her arms, was sensual with its simplicity. Venom breathed over her mouth, her lips parting and mixing her own breath with his. Her sensitive fingertips crawled up his chest and traced over the large veins at either side of his neck. One large hand took a possessive hold of her hip; the other roamed behind her and travelled up between her shoulder blades. She whimpered and Venom seemed in entranced by her hot, full lips. _We have a mission. Revenge, this is about revenge. We want to use the child to spite the father, parker. Making her into a criminal, not…our lover…but…would that not be revenge? No, we mustn't lose sight of our goal. Break her in to our world, then perhaps…then we could…_even through his self reasoning, his mouth came ever closer to hers. May gulped, her body aflame with desire like never before. This was so new to her, why was she feeling like this was just so right? he seemed to hover inches away from her mouth. if he kissed her now, he knew deep down inside that he could never truly leave her or use her in the ay he wanted. His revenge would still be sweet, but perhaps, sweeter. Or it could backfire. Everything hung in the balance and he couldn't make his mind up. Before if he needed to make a decision, he could always refer to the human knowledge that Eddie held for him. But Brock's either encouraging, or discouraging voice had lone gone…so he was on his own now.

May slinked her arms up around his neck, but could reach. He was so much taller than she was, a giant to her. But her primal desires, and something much more powerful, used her instincts and new abilities to make her go on. She dug her hands into his shoulders and lifted herself up, so her legs wound around his waist tightly. Now she looked down on him and looked around. She saw a sort of doorway to the lower levels, and looked back to him. Venom saw them too and had to smirk at her intentions. She had obviously benefited from his interference with her genes in more then the way of her powers. She almost acted like him, a predator and he could see her sharpened, but delicate canines biting at her lower lip. He held her bum with one hand, holding her to him as he walked inside the door way, closed the door and he webbed the door shut. May then webbed the door closed that lead to the top level of the building. Venom was stood on the steps joining the roof to the top level and waited as she shot her webs from her cartridges. He would have to do something about that. As soon as she finished, one hand held onto his neck tightly and the other whipped her mask straight off. Her big hazel eyes were glazed over with something that could only be lust and her ruffled auburn hair made her look like a wild animal, even as she bore her slightly pointed fangs at him. Feeling more than painfully aroused, Venom growled at her and smashed her against the wall, pinning her there with his own body. Her hands grabbed onto his large face and she licked her lips. Oh he had modelled her perfectly without even realising it. Until now of course. His huge tongue seeped out of his now open mouth and he groaned as her own tongue licked playfully at the tip of his. Venom couldn't bare it any longer. There was no choice to make, he had to have her. And she certainly wanted him…

May couldn't believe it, barely 16 and panting, like a bitch in heat! And all from having her hero touch her, hold her, and there was no way she could try to hide the moan that escaped her lips as his tongue licked at her exposed neck. Her moan only spurred him on and she placed innocent kisses on his face. He used his pelvis to bang her against the wall, and his hands took her and pinned them above her head. Her legs uncoiled from round him and she used her feet to stick there, as his mouth finally smashed against hers. His tongue was just as dominant as she remembered it, so warm and adventurous around the cavern of her mouth. His hands were just as adventurous around the contours of her body, and his hands cupped her breasts. Now Electro had done this the day before, but this was different. He just grabbed her. But Venom's deceivingly clawed hands, were gentle and massaged her mounds, rather than grope them. Her lips smoothed against his as they both grunted and growled like beasts, Venom's tongue finding great delight as her tongue began to fight with it. He pulled back, let her get her breath, and plundered her mouth again. He may look scary at first, but as May ran her hands over his chest and neck, she had to admit that he was very muscular and very, very rousingly attractive. And her blood seemed to boil for him, her body yearn for him and even as sensible as she was, for some reason, she would have done anything he wanted her to right then.

"Please, I I will do anything…" And Venom was very close to getting her to make good on that silent promise, when her SBP rumbled on the step below her. They tore away from each other and May frantically pulled her cell phone out her bag, before answering it in a flush. "H Hello?" she panted, Venom nuzzling at her neck and working her breasts with the hands of a master. She had to bit her lips to stop herself moaning.

"May honey? How are you feeling?" _oh shit! Dad!_

"I'm fine DAD." With that Venom stopped, listening also.

"You sound out of breath."

"I erm. I am still not feeling all too good."

"Well don't you worry. I have asked Robby to cover for me today and I am bringing work home with me. I have Predator on DVD and a big soup tub in the car with me. I am coming home and should be back in about 20 minutes. I will hang with you today May, don't worry."

"Oh my gosh! I mean, I threw up on the floor and I need to clean it up…see you soon dad."

"See you soon. And don't bother with it, I will deal with it when I get back."

"Ok, see you soon dad. Oh no, need to go to the bathroom!" May hung up, and shared the same expression as Venom. _Fuck!_ May zipped her bag, pulled her mask on and Venom threw her over his shoulder. "Hay! I can swing myself now you know."

"**We are quicker."** He let her jump down, jump onto his back and cling to him. It would be faster for him to web sling this way. **"Hold on!"** May had to claw at him to stop herself from the sheer force of the air whipping at her pushing her to the side walk and her death. She thought she would swing as fast as her father, but this was really fast! She couldn't even see. So she buried her face into his back. His tendrils lashed out and helped to hold her in place. He landed on her veranda and may ran inside. Venom followed her and found some bleach in the kitchen. He returned and stated to make a stain in the floor. She had gone on auto pilot again, threw her SPD on the bed and started to strip out of her costume. Venom stood up and gawked at her. His eyes roamed with no restraint over her naked frame. The curves of her body, the smoothness of her peachy skin, her erect nipples…the dark auburn curls and pink folds between her legs…none of her was left unwatched. May only realised what she had done as she turned to face him. She had forgotten he was there! And she was naked!_ Aaaaaaaa!_ She stood perfectly still, her hands over her breasts and she had one leg on the bed, covering her nether regions. **"Get dressed. Quickly." ** He panted as she pulled a large nighty over her head.

"I, I', sorry." She saw he had tried to help her by making it look like she had been ill, and cleaned it up. "Thank you, for everything."

"**We do it gladly."** He grabbed her shoulders and kissed her so hungrily, that she thought he had actually wanted to eat her. but knowing Venom…but when one hand grabbed both of her and held them above her head, and the other started to go up the inside of her thigh, she opened her eyes in shock. **"You need to look flushed."** He attacked her mouth again, and his claws started to caress and stimulate the folds of her clitoris. She groaned loudly as one claw seeped into her entrance. **"We hope you know, we do not intend to leave you alone anymore."**

"And I hope you know I am not easy. I expect a little but of respect, and we are a couple now, right? Kinda at least." He chuckled and lifted her off the floor, his hands working her even more as her own bodily fluids lubricated his finger.

"**Why, of course. You are ours now."** He lowered her to the bed and let her watch as he pulled his finger from her and licked it. **"And we are yours. And next time, we shall have more time to truly please you, and worship you as you deserve. My Spider mistress." **He licked her lips and she sucked it inside her mouth, making him hiss a groan in her mouth, passion only stronger now than before. But both Venom's and May's super Symbiote Spider sense tingled with a buzz and they tore apart. Venom quickly flew out the window and may pulled the covers over her, trying to hide her lower half from sight. She was very wet and her father seeing her like this, was not a good idea. She was supposed to be ill after all. Right on cue Peter walked in and saw the mess on the floor.

"Oh, I see you did clean it up then."

"Hi dad." She panted and stayed under the covers.

"How are you feeling hun?"

"Can…I have a minute please."

"Did you just throw up again?"

"Yeah…" he sat down on the bed and rubbed her shoulder.

"It's ok May. You take as long as you need. I will be in the lounge with the Predator DVD and a hug waiting for you. Ok?"

"Thanks…dad…" Peter kissed the back of her head and left her to get better. She waited about an hour before she felt she had come down from her high. God he was awesome. But she realised something, after all that, all they did together. She still didn't know his name. And she just about made sure they were a couple now. So, May has a super boyfriend. _Not even Stacy white could beat that! he he…oh he is…_ she had to calm herself again before going into the lounge, covered in a dressing gown and her face smudged to look ill. She pulled it off really well. "Hi…"

"Hello honey." Peter had changed into a pair of jeans and a big white and green stripy T-shirt. "Do you feel like watching a movie? You don't have to if you don't feel like it."

"I want to." she said quietly and sat next to him. she hugged against him and he hugged her tightly.

"Then I will just go and turn my work phone off and if you like, turn the TV on ready, ok?"

"Sure." Peter got up and left and May turned the TV on. "Oh my god…" pictures of Venom with 'Spiderman' on his back were all over the news. The Daily star plastered that Venom and Spiderman had at last become a duo of disaster and tried to rob the bank with another masked villain earlier that day. They were apparently all spotted on a roof together, but what looked to be Venom scared Electro off. Then she saw it. She grabbed the remote and froze the screen. It was Venom, and she knew his name. Because she knew that large white spider on his chest as his arms opened to Electro. She crawled over to the screen, and ran her hands over the screen, over the spider… "Venom…" she had been with Venom. it was Venom. The guy that her father fought most of the time. So he was telling the truth, he did know her father. Wait, he knew where she lived! She jumped to her feet and turned the DVD player on, to get rid of the image. _Oh my God that was Venom. All those stories Dad told me about him, about what he did to dad. How he tried to kill and eat him. But what would he want with me? Oh my god…he was using me!_ she threw the remote down, tears spilling down her face. _I let him touch me, kiss me, I fell for him…I…but he used me!_ She clenched her fists and panted, furious. _He used me. I bet I was part of his 'get-back' plan. He knew my father, he said that. Those letters…that necklace…giving me these powers, everything. It was to get me on his side. I bet he wanted to turn me against my father by making me like him. And I fell for it!_ Her salty tears fell to the floor. She didn't even notice her father standing in the door way, looking right at her face. _Oh that bastard._ Her heart was breaking. He hurt her, her heart. She would never admit it, but in the short time she had known him, even before she finally saw him face o face today, she had grown strong feelings for him. ever since that first kiss…_that bastard probably got off on the fact that he was kissing 'my father's' daughter. Not me, I am just Parker's daughter to him. well, I will teach him to take a woman's heart so lightly. He will pay for this, that bastard. _"I hate him…" she murmured and ran to her room. Peter didn't even try to say anything to her, her room was already locked. He looked to the discarded remote and flipped the channel over to the TV.

"Ladies and Gentlemen. Here is the main question on everyone's lips. Where is Spiderman? Has he hung his webs up for good? or has he deserted us for a few years like once before? Crime levels have been picking up since his sudden disappearance, despite the claims that another webbed wonder has risen to take his place, and the people of Manhattan have been swamping us with questions. Where has he gone? When will he come back? Did the illustrious SHIELD take him out or even recruit him abroad? No one knows the answers to these questions and the Daily Star says 'he is nothing but a coward, retreating like the media knew he would for over a decade of reporting.' The local people however, take a more tragic outlook to the situation. They blame the authorities for driving one of the most beneficial services to the city, Spiderman, out and call for him back. There is going to be a large demonstration by the local Queens Junior and infant's school later this week." Peter turned the TV off and sank into the couch. Seeing that, he knew what had happened. May had heard the reports of increasing crime, despairing people, and smug comments from the newspapers and hated him. She even said aloud she did. He dragged himself back to his room, wishing he could be Spiderman for May, and yet keep her safe from Venom. But he couldn't do both. Could he?

Venom roared at the top of his lungs, expelling all anger within him. His hunger was starting to affect him again, with a passion. When he was with May, it had seemed to dull away, making him feel high on her. But now that he was back in his Warehouse, it was gnawing at his sanity once more.

"**So hungry! Hhhhuuuuunnnnnnggggggeeeeerrrrrr!" ** He growled and jumped several meters into the air and out the broken window. He landed on a roof and started to stalk through the city on all fours, hidden in the dead of night. Soon he saw a girl on the street corner. She had short, dark hair that had a red shine to it. **"Hunger……May?"** in his almost drugged, beast mentality, he smiled slowly upon seeing her. He jumped down to her, but snarled upon seeing a pair of dull green eyes staring back at him in horror. The girl had died red hair, and ran down an ally in fright. Her voice shrilling with her screeching and Venom followed her, his hunger growing with every moment. When he cornered the girl in a dead end, his tendrils whipped out from his back, and he stalked towards her like only he could.

Like a true predator. And he was on the prowl with his pray in his sights. It didn't matter that she had thigh high leather boots, a skimpy boob tube even with her lack of breasts and tacky makeup on.

"Please I I will do anything…" she whimpered and for a moment, Venom froze. Once again his rampant mind calmed upon hearing a reminder of his love, the one who had said those exact words only hours before. But as the girl threw a shoe at him, he snarled loudly, and jumped at her, pushing her against the wall. His tendrils whipped at her and liquefied over her skin. She thrashed and screamed her loudest, but it wasn't enough. He engulfed her entire body and sucked her inside him through his chest. with a mighty roar of victory, he let her fluids, her energy and life force seep through her skin and flow through him. ever since he lost Brock to old age, he hadn't been able to find another capable of surviving the bonding. So he disposed of the aged body and looked for some other way to sustain himself. At first he looked for another host, but as they all died, he grew weary and angry. Once, he forced the bond so quickly, that he actually ate the human from the inside out. And then, something just happened. instead of turning to a liquid again, he stayed solid, like he was when he had Brock as a host. This only lasted for a week or so, until his hunger would make him take another life. He could survive this way, with his own body in a way.

He spat the girl out, withered into dust and cloth as everything useful had been absorbed. The light breeze blew at the degraded bones and he looked to the moon, sedated and fane once more. He would have preferred to find that host, a perfect host that could handle him. _Like Parker could._ But soon, once he had May in the palm of his hands, he would have Parker again. Because it was Parker that he could truly use as a host, Eddie became dependant and withered away just like the whore before him. It just took longer. He sighed and made his way back to the warehouse. There was a snag in his plan…he was falling for her. He knew it and was experienced enough to know that denial, was not the smart answer to a problem. He would have to make a choice. He could use her to get Parker where he wanted him, take him as a host and then have May, though she wouldn't be willing anymore…or…the alternative. He was worried that he was even considering the alternative. Of not taking parker and having May…as a true lover who loved him back. But there was a problem with this plan, how would he address the host problem? He still needed hosts and if miss may parker found out, she would stop him.

Or at least try.

But he didn't have the hunger when he was with her. Maybe, there was something more than what it appeared behind that feeling of fulfilment. But as for now, he didn't know.

As Venom laid on the cold floor, he saw the angelic face of May Parker before his eyes, and smiled. _Perhaps…there is a way other than force…maybe…she is the answer, not Parker…_


	7. A vow

**_Chapter 7 _**

The next day, May awoke a new woman. She woke up with a scowl on her face, and the house empty. at first she was worried at the lack of movement, grabbing her web shooters and sliding them un under her Pj sleeves. But when she ventured out her room, there was no one. Her mother wouldn't be home for a long time yet, but her father should be home.

Where was her morning kiss and check up?

May leaned against the kitchen side and sighed. She still needed a shower. Then her eyes caught sight of a piece of paper.

_Dear May Day._

_Had to go to work early. Won't be home until after midnight so don't wait up for me. _

_I love you honey, remember that._

_Dad._

"He never leaves before saying hello to me…" for a moment she felt a tingle of pain, but shrugged it off. She was a grown woman (nearly). She needed to wake up and smell the coffee, her dad needed to work. "Speaking of coffee…" she made herself a black coffee, and scowled again.

black.

Like him.

She poured milk into it…and could have sworn the milk oozed out like a spider…a white one… "Damn him!" she poured the coffee down the sink and went for her shower.

As the water engulfed her, she washed her hair, still scowling. _So I can't even have a damn cup of coffee without him haunting my thoughts huh? Well, I don't need to think about him at all._ Today would be a big step for her.

She has three options.

_A, I pretend that I don't know who or what he is, and learn his plan. _

_B, let him know what I know and give him a chance regardless…_

_Or C, I rip his fucking balls off and drag his through glass, stick needles in his cock, flick salt at his wounds and then use a cheese wire to chop it off, put it in a blender and make him drink it. _

As angry as she was, she had to remember that to be a super hero, you had to be cunning. Brawn is only good when accompanied with brains. So she would have to use her smarts to find out what exactly he was up to. He didn't come across as someone who would do anything, without a reason. And he was a lot smarter than he acted. So he was sneaky too. _And if he is sneaky, I have to be sneaker. If he is cunning, I have to be more cunning. _

May stood there, in her full Spidergirl costume and her mask covering her face. She tightened the straps of her SBP and stood on the edge of her Veranda. Then she fell forward into a nose dive and flew quickly to the ground. At the last moment, one hand shot out and she snapped herself into a web swing at a speed, which not even Electro could have been able to track.

Speaking of whom…

"Father I don't believe this." He rolled his eyes. After Eric gave his father and still bruised sister the report of Venom, they had been given a surprise. All three Dillons were in a tank, ploughing through the underground with sonic waves emitting from the outer casing. "I feel that if you have still got your sanity, then you will turn this van around!"

"And why would I do that boy?"

"Because the most stupid thing we could do is turn that freak on ourselves, more than he already is." He stated, for the hundredth time. "This is madness."

"Perhaps, but that is why our plan is brilliant." _That made absolutely no sense!_ Eric groaned, not liking the insane twinkle in his father's eye. "We will stay underground for now, watch his movements."

"Why?"

"Because I say so! Do not question me boy!" Eric yelled as his father sent a voltage through him. it didn't hurt, but it did surprise. Honestly, did his father forget they shared the same powers? Did he forget he couldn't hurt or bully him like he couldn't others?

They were in for a long day of sitting on their ass, just to please what ever purpose or fascination that his father had.

_Great. _

_Great._ Venom couldn't find her anywhere. She usually got up around this time, but she had already left her home before he even got there. So had Parker.

When at last he found her, she was crouched in a famous Spider position on a gargoyle, an uprising of dark, thick sooty smoke rising like a heat haze from where she looked. He chuckled, she hadn't noticed his arrival so he walked up behind her. As he reached her, he looked over her shoulder at the chaos that played out on the ground. People were screaming in joy as they found their slightly scorched loved ones, some having medical attention from paramedics and others leaving with family members.

"Three people were trapped under a fiery beam. They would have died." She stood, her fists clenched and her head high. Somehow, he knew she was in a foul mood. "Recklessness. That is what started the fire. And their ignorance just fuelled and fed the inferno, until it tore their lives apart." His large smile faded…what was wrong with her? "Good thing I was in the neighbourhood." Without another word, May shot out and vanished around the building side. Venom followed in just as swift a movement, and found her looking over her shoulder at him, and moving to avoid him. It was almost as if she was trying to get away from him. They got ever closer to the Hudson, when she webbed to the side and somersaulted backwards, over his head and he had to claw at a wall to stop himself. _Very clever._ He chuckled, thinking this was just one big game. After he landed on a building, he found her stood at the opposite side, her back to him again.

"**May."** She seemed to flinch, but said nothing. But as he stepped towards her, she shot out with a web line once more and took off, leaving him to 'eat her dust'. He growled, growing tired of this game and reached out with a tendril, looping around her waist and yanking her back to the roof, and into his arms where he wanted her to be. **"May."** He chuckled, but sensed something was wrong when she looked down into his chest, saying nothing. **"May? What is wrong?"** he turned his head to one side, but she looked away. he tried to look at her, but she just moved her face and prevented it. when he growled, he had had enough. A tendril licked at her face and turned her face up to face him. but she still looked to the side very obviously. **"Why will you not look at us?"** now he knew something was amiss, because she had yet to say anything. Her arms were at her sides, his large arms around her and pinning them there. But only lightly. She even seemed to be pulling away from him. **"Why are you hiding from me?"**

then he thought she must have lost her mind.

Because she started laughing.

"Why am _I_ hiding?" she chuckled, but he heard the choked son in it. "How about, WHY ARE _YOU_ HIDING FROM ME!" he flinched from her arsenic voice. He was confused, until she pulled her hands onto his chest and started to rake her nails over his skin. He yowled and released her.

"**What is wrong with you? What are you doing?"**

"What is wrong with you! What are _you_ doing!" she ripped at his chest again and he felt it. why was she attacking him? He quickly grabbed her wrists, held them apart and watched as she thrashed against him.

she had obviously chosen, against all her logic, option C.

"**May! What are you doing?"**

"Fuck you!" she screamed, her mask growing wet around her eyes and he was beside himself. Why was she doing this? Why was she hurting both him, and obviously herself.

"**May stop this! Stop this now!" **

"Or what Venom? you'll take me into another stair way and play with my body again?" she spat.

"**No, we will…"** _oh fuck. _**"…What did you just call us?"**

"I called you by your fucking name." his grip on her grew weak, and she lashed at his chest again. "Where is it hmmm? Where are you hiding the fucking white Spider!" then, she saw in an ink explosion over his chest, a white flood spurt from his healing chest and back, making a double Spider there.

So she knew. She knew who he was. Venom started to panic. "…What's a matter Venom? Spider got your tongue?"

"**May I."**

"No, don't you dare. And my fucking name is Spidergirl." She sneered and folded her arms. "Do **not** call me by my name again."

"**We have called you May before."**

"That was when I didn't know who you were."

"**Should that matter?"**

"Should it matter he says." She threw her hands up and walked away from him. "Let me see, should it matter, should it matter." She mocked him, holding her chin and pretending to think of an answer. "Let me think just a moment."

Oh yes. She had definitely chosen option C. all she needed were the needles… "If by it not mattering you mean, that I am not bothered that you are a mass murderer, or that you have made my families life a living hell, or that you almost made it so that I wasn't born, or that you are the very, pure example of what I am fighting against, or that you lied to me, that you stole for me, that you led me on, that you used me for your own fucking amusement and see me as nothing but a fuck toy and a way to get back at dear ol'dad." She seethed, kicking a chuck of brick from the roof ledge into the roof. She didn't want to hurt anyone beneath after all. "No Venom, it doesn't matter. It doesn't matter to me in the slightest that I was part of your larger plan to get revenge on my father, to satisfy yourself and I couldn't be happier that you broke my heart in the process!" Now her voice quivered, her body trembled with rage and she sobbed every word, punctuated every stabbing pain in her heart with her distraught turning and pacing, on a true rampage. "No Venom it doesn't matter!"

"**What did you expect us to do! Walk up to you and say, hello. We are your father's arch nemesis, would you like to be our friend?"** he hissed, grabbing her arms and pulling her to a stop. His own heart was breaking. This was worrying as he didn't think he had a heart.

"You don't want to be my friend Venom, you wanted to use me and you have. I have been used and abused in the worst way possible. Because when I was with you I liked it. That, disgusts me." she might as well have used a large four by four in the place of a baseball bat, and whacked him from the way he staggered away from her words. "You wanted to get at my father? You are too late. He refuses to be Spiderman anymore. So your time has passed."

"**Parker is no longer Spiderman because…"** he stopped himself. But she had already put two and two together.

"You absolute bastard!" she stomped her foot, no knowing that not only where they both know shouting, but the building opposite was filled with eagerly reporting journalists…and the Editor of that buildings paper, who was growing pale from every second.

And the paper, was the daily bugle.

"You did this to him! You made him leave everything I loved about him and reduced him to a weak mess!" she screamed and put both hands on her head, as if a shocking sound was trying to seep into her brain that hurt her. "You did this!"

"**We will not allow that fool to interfere."**

"With what!" she looked to him, livid beyond all healthy limits and stalked towards him. She no longer cared that he was the better, the veteran, the more powerful and skilled of the two. She just wanted to rip something off. "With what!" she repeated. Now, he was just as pissed as she was.

"**With you!"** he hissed. **"We have worked so hard to give you everything, we have given you everything, and everything you have ever dreamed of, asked for and wanted. You wanted powers, so we gave you powers. You wanted to be the super hero, so we made you the super hero. You wanted to save lives, so we helped you. You wanted you family to be safe, so we stopped your father from being the 'web head' and forced him to pass the role to you. Everything you lacked, we gave you. Everything you now are, is because we made you it. You wouldn't be here if it wasn't for us!"**

"What Venom? Did you expect me to say thank you? Well hell, thanks Venom. Thanks a million!" she held her sides, whimpered and tears flooding madly from her eyes. "Thank you for letting me be responsible for a death of an innocent man. Thank you. Thank you for letting me see all the evils in the world before I am even legal enough to drink. Thank you. Thank you for ruining my father's life. Thank you. Thank you for betraying my trust, thank you so very much Venom. Thank you for playing God with me, thank you for creating me into your perfect little pet project. I am really grateful for that, really." She hung her head forward, looking in total anguish. "Thank you for thinking for once, I have someone who cared. Thank you for thinking I was loved…thanks…" that actually sounded sincere at the end. She did mean her thanks for his love. "…it was nice knowing that I had someone to look out for me…for a while…" she dropped to her knees, shaking again. "Thank you a whole bunch for making me feel so wonderful, for giving you almost everything, offering you all of me…my heart and my body…and throwing it back in my face!" she stood again, and stalked towards him. "Thank you Venom!" she punched his chest hard, he groaned and held his chest, winded. "Thank you for ripping my heart out and tap dancing on it!" she swung again, hitting his jaw. His head snapped back, and he also felt as she did.

His heart was breaking.

"I, I, I," she broke down and fell in a heap on her knees, at his feet. "I could have loved you…I think I actually did…so fast, so quick. I trusted you so much…" she didn't care anymore. He could kill her right there and then and she would be grateful, because this hurt way too much.

Venom looked at the broken creature before him, and dropped to his knees with her.

"**We, we never meant. At first we, but now we." ** He couldn't even form a true sentence. **"We love you…"** there, he said it. and to prove it he pulled her into him, holding her close and rubbing her back as she cried into his chest. **"We will not lie. We did intend to use you to get to _him_. But…we calculated every outcome, every eventuality. But we never planed on this…"**

"On (whimper) what?"

"**On falling in love with you…May…"** He whispered into her neck, and hooked his arms around her back and under her legs. Venom lifted her up as he stood. May was all spent, she couldn't stop him if she wanted to.

"You love me?" she looked into his face, wanting so bad for this to be true. He opened his mouth, but he sensed something he never thought he would ever again.

"Get your filthy hands off my daughter, RIGHT NOW!"

"Dad?" _oh shit. _"I mean Spiderman?"

"Venom, put her down. And you." He pointed at May. "Are grounded and in big trouble."

"How big?"

"Colossal. The Thing and Hulk sized big. No, Galactus on a bloated scale."

"Ouch." She thought, almost chuckling at her fathers returned humour. Until she remembered. "Venom, put me down now. Before my dad kills me."

"**No."** she blinked, and frowned.

"Put me down Venom."

"**No, we will not let him take you from us. Not after we finally told you…"** Venom looked to Spiderman, in his old costume. He didn't want Parker to know just yet. Well, his plans needed tweaking. **"Do you feel the same way? We will release you if you tell us."**

"You will release her regardless Venom." Peter clenched his fist, lowered himself ready for a fight. He was all healed up now, and ready for a fight. "I mean it, last chance." May leaned closer to him.

"I feel the same way Venom." he sighed, with relief and lowered her to her feet, but held her to him. he wasn't ready to let her go yet. May grabbed his neck hard, yanked his head down to her side and whispered in his ear. "But if you ever, ever lie to me, hide anything from me, plot against me or my family, hurt anyone, or be an arsewhole in general every again…I will not forgive you again. you have lost a lot of trust with me Venom. and I will be doing my homework on you. So do not piss me off. Because now is worse for you than before. Because now, you have two 'spider punks' to deal with. Capisci?"

"**Yes."**

"Good." she released him and he did her. Her dad had his arms crossed, tapping one foot and looked lie if he was the human torch, that fire would be licking at his form, like his temper, a tempest of furious flames. She was just glad he couldn't shoot eye beams…or she would be dead right now. "Venom and myself have come to an understanding."

"Nice to know." he said, not at all amused. "Now let us leave so that _we_ can come to an understanding."

"Oh boy. Be gentle." She looked to Venom, and regarded him silently.

"I will be as gentle as I see fit. And you will not recover from this for a long time." He pointed off home. "I have seen that you know your way around by webs. Get. Home. Right. Now."

"Yes father…" she grumbled. She was not going to sleep easy tonight… she turned to Venom, and then to her father. "I a leaving. But if a certain symbiotic creature brakes his new vow to me…then not even the great and merciful Spiderman will be able to save him from me wrath." She added, and started to walk away. "You have serious brownie points to earn before you get in _my_ good books again." she shot back to him, and webbed home. Perhaps if she webbed her doors shut she could hide from her father for a while…

Peter and Venom looked to be in a face off. Neither one moved but bore their eyes into one another. Until Peter broke the silence.

"So how long have you known my daughter Brock?"

"**We are not Brock. We are Venom."** he simply stated, and sat on the roof side. **"And why would that matter?"** but when Peter didn't move or say anything, Venom realised that he wasn't going to until he got an answer. **"Long enough."** Hopefully that would be good enough.

"And are you, or are you not responsible for her becoming Spidergirl?"

"**Yes, we are responsible for her transformation."**

"How?"

"**We awoke her dormant genes. She did the rest."** Ok, that was an understatement covering up a larger lie. But he wasn't going to let the Spider know that she had Symbiotic genes in her blood now. Although he was tempted, just to piss him off further.

"How long has she had her powers now?

"**For about a week." **

"Why did you give her these powers? How does this benefit you?"

"**She wanted them. And we rather like her company. Up here, not on the ground."** Yeah, and he wanted to fuck her on sight. One thing he realised now, was that because she was super strong…she could be able to handle him…wait. Could she have his children now? She was half Symbiotic. Had he created the perfect mate, without realising it?

"You are to stay the hell away from her."

"**No, we think we will see her again. She wants to see us. The conditions of our friendship are that we are to be 'good' and she will not reject our friendship. That she also enjoys."**

"I will be deciding whether you are good or not."

"**We will even come on patrols with you two if you want. Just to prove it to you."**

"What makes you think she will be patrolling with me?"

"**Oh please."** He shot out a web. **"If you don't, she will follow you regardless. Or go out on her own. Or even…with us…alone…"** he saw Peter stiffen. Perfect, this would work to his favour. **"Unless you would prefer _us_ to care for her. and teach her alllll the ropes." **

"That will not be happening."

"**We will see. Bye bye web head."** He webbed off and left Spiderman to growl to himself. He soon shot out and followed his daughter.

He dropped in through the skylight, to avoid being seen. May was sat on her bed, her room door open and she looked like she had been sent to the head's office. Her legs snapped together, her hands holding her knees and her head hung forward. Peter pulled his mask off and looked to her. She was so young, you innocent, and this was so unfair on her.

But hadn't he been her age when he became Spiderman?

That wasn't the point. He was not his daughter. Times were different, so were the situations and…he was making excuses.

Well, she wasn't going to get off with _this_ so easily. Not if he could help it.

Peter walked towards her, and heard her gulp in fear.


	8. the talk and oo la la

Peter had been pacing in his daughter's room for over an hour. He was just too livid! He had stopped on the spot several times, looked to her, and opened his mouth to say something…only to continue pacing. He didn't trust himself to say anything until he was at least partially calm.

May couldn't help but feel a large foreboding aura seep from her father and decided on staying quiet. But after an hour, she was getting impatient.

"Dad?"

"May." He said curtly. Now he was ready. "I am not going to sugar coat this. I am _not_ happy with you. In fact, I am very disappointed with you, greatly." She hung her head over again. "You and I used to have an understanding of trust and loyalty. You have breached that and shattered it into pieces."

"But dad I."

"No." he said sternly, and she looked to her feet again. "For about a week, you have been galloping off on a whim, as soon as my back is turned, when I thought you were gravely ill, to play super hero."

"Erm…heroine?" but the deathly glare silenced her.

"after all the times I have given you the chance to tell me of this, like the other day for example, when I asked if you would see any strangers without telling me, you lied to me and said no. you couldn't have told me then." He clenched his fists and forced himself to sit in a chair at her vanity table, facing May. "After all the times I have said to you, the risks I have to take, the injuries I have had and the types of people I have had to face, you do this!" he stood again, and paced even more furiously then before. "After all the times I have come home, broken, bleeding, you mother crying her eyes out when I cant even move, you do this!" he stopped and glared down at her. She had never been so terrified in her life. "After I told you why I stopped being Spiderman, after I told you the dangers being a super hero puts on you family, your friends, you, do, this! You have purposely put your own life at risk, thrown yourself into the fire, and didn't even stop to think of the consequences."

"Yes I have!" she stood now, making her father raise a brow. "I have thought long and hard of the consequences and the risks."

"And?"

"It is worth it. I gladly put my life on the line, to save the lives of the innocent. I have the power dad and I have the responsibility to use it for the good of others."

"Don't you talk to me about power and responsibility you lady. I practically wrote the book."

"No, Uncle Ben did." there was a silence. May had taken a defensive position and Peter, was not amused. "And when you got your powers and didn't do anything about it…you know what happened."

"Is this some sort of was to spite me is that it? you dad doesn't want to put your lives at risk by being Spiderman anymore, so you become a super instead?"

"No I-"

"Or is this some big fun game to you? Because it isn't. out there." He pointed to the veranda. "Are real, living people whose lives are constantly at risk. They are _not_ toys."

"I know that."

"Do you? Because I don't think you do. I don't think you comprehend what you have done in the slightest. Because, this life I have chosen is not fun and games. It isn't all glamour. People depend on you and get hurt. People could die, sometimes good people _do_ die. And then, it isn't fun and games May. Then you will not be having any fun. Did you think of that?"

"Yes, actually. In a big way!" she spat, folding her arms and looking away from him. tears of remembrance glistened in her eyes. "I know all about that…" this answer confused him at first…until realisation dawned on him.

"You do know, don't you." He sounded a lot softer this time. "Who?"

"A man. He was called Gorge." She sniffled. "He came right up next to me and I didn't even question why." She sobbed again. "And, I couldn't stop him. I couldn't stop him." she whimpered as she shivered with tears. Her father held her shoulders and rubbed them.

"Shhhhhhh. What happened?" he guided her to sit on the bed, and stoked her back in circles as she still cried.

"He, he jumped. He killed himself and then I went after him and stopped him from dying…but he did die…" she wailed suddenly, wrapping her arms around his neck and crying into his shoulder. "I, e, I saved him, but he died. He too something, a drug and he."

"Shhhhhhh." He coaxed her to calm down. Perhaps, she did understand. Oh how unfair fate was to him and his family. His uncle, his widowed aunt, his hard life, and now his daughter was doomed to lead the same, sorrowful path as he had. "This is what I wanted to warn you about. That, that there is more to this life than what meets the eye. It is hard, it hurts and we have no choice but to live it. at times it seems that if we just close our eyes and turn away, that it will all go away. but then someone else suffers in our place. And with our power, we have no right to look away. you and I have great power." He lifted her chin, and brushed away a tear from her hazel eyes. "and with great power…"

"Comes great responsibility." She smiled and hugged him tightly. "I am sorry daddy. I didn't mean to hurt you like this. I know you are upset and I know mom will whittle over me, but I will learn hard and fast. Because now I can do so much good."

"What makes you think you will do any better than before? Without you powers?"

"Because now I can really help people, not just put a random cent in a charity box. I have to now."

"And how do you know you will survive? How do you know you will last out there? And not end up…dead…"

"Because I am my father's daughter. And I have something you never had."

"Oh?" he smiled now, holding her close like only a father could.

"I have someone who knows the ropes, or should I say webs. I have someone who has gone through everything I have, who has more experience and can teach me things you had to learn the hard way around. I, have you."

"And what makes me think I am going to teach you anything other than the week of school you missed?"

"Because I have a big responsibility now, and if you don't teach me how to survive, you will worry yourself sick. And school? Why bring that up?"

"1, you are right. I can't let you shake off this responsibility now. It is far too late for that. 2, you skived off school and will be going back."

"but!"

"at your age, I had to support myself and my aunt, go to school, be a super hero, juggle a job, a girlfriend, other people, and keep my identity a secret. You only have you identity, school to worry about in the ways of hardships. Because I know you will love being Spidergirl." He smirked at last.

"So you are going to teach me?"

"You will go to school, come home, eat, gat into your suit, and will leave on patrol. There is no free time now or time to relax unless I say so. Which I do not." he started to count off his fingers. "You will come with me to the bugle on a weekend when you are not on patrol and earn money. Web fluid doesn't make itself you know."

"Right, understood." She jumped up and hugged him tightly. "Thank you so much."

"Well…I know you. And you are your father's child…" he chuckled. "If I didn't help you or let you leave the house, you would just crawl out the window and web of somewhere now." He smiled and left her. she was right, she did have a great power now, just like him. and just like him, she would have to use it in a way that would, no matter how he helped her, cause her great pain. Perhaps…he could at least make it a little easier for her.

After she heard her father leave, she jumped out of bed, threw a large pink, fluffy robe around her (that her mother bought her) as she had misplaced her other one, and made her way out to the veranda. She sat at her table, sipping a cup of black coffee and sighing in the cool air. It was very late now; her father had been gone for hours. Another thing was that she had this strange, tingling sensation. But it wasn't her spidersense. It wasn't like a buzzing in her head either. This tingle, was more of a butterfly wings in her stomach feeling. No, in her lower abdomen.

"You can come out now. I know you are there."

"**How did you know?"** he spoke softly, a slightly sheepishly.

"You don't have to whisper, he isn't home."

"**We are shocked, we thought we would have to go up against some sort of alarm system, and your father before we could come near you. But it appears that Parker is not as cautious as we remembered him to be."**

"Or is it that he trusts me more than you know." she was talking in a more business manner than anything.

"**May we join you?"**

"Of course." She waved her hand at the spare chair and he tired to sit in it.

_Tried_

Venom was far too big to sit in the slip of a chair, and it and he fell over backwards. At first he thought she was going to shout at him.

1

2

3

She laughed so hard her sides hurt and she fell over her chair as well…

…right onto his lap.

They were both silent as May had her hands on his chest, her legs over his lap and her eyes gazing into his eyes. "Way to kill the tension, Venom." he chuckled and his hands snaked around onto her waist. But he didn't try anything. He laid back and brought her back with him, so she laid on his front and drew circles into his chest. "I am well, glad you came." He cocked his head to one side. "I thought I might have scared you off before…"

"**We would fight every super, and none super being in the universe, and then still fight to be near you."** He leaned up on one elbow, and with his other colossal hand, cupped her face. Her eyes glistened with tears and made her big hazel eyes look angelic in the moon light.

"How can I be that important to you? You make me sound so perfect, when I was trying to tare you to pieces only a few hours ago."

"**We love you, that's why. We have from the first moment We touched you."**

"I half expected you to say from the first moment you first saw me." he chuckled loudly, and she raised a brow.

"**The first time we saw you, you were still in your mother's womb." **

"Oh, right." she blushed and looked up to him. He was leaning back on his elbows and just gazing at her, totally content to just look at her. "You look like you have found peace."

"**We have. We find peace every time we are near you. Everything else just doesn't seem to matter when we are near you…everything else just…falls away…"** he sighed happily and laid back, making circles in her back with one claw.

"I, I think I am very lucky." She smiled and rested her head on his chest. To think, she was so furious with this guy a few hours ago. She couldn't believe it.

"**You are luck. But not lucky enough for us to not mention that _pink, fluffy, _dressing gown." **

"Oi!" she smacked his chest and he chuckled. He felt that. Yes…this was perfect. "My mother got it me. And I am hardly going to come out here na-" she went a deep shade of red and snapped her mouth shut. But it was too late.

"**Na? Ooo, is Ms Parker perfectly naked under there?"** he almost purred as he sat up, holding her over his lap. But straddling him. If she didn't hold onto his shoulders and sit up, she would have been.

"Venom, behave yourself." She warned, but he was already licking his lips and she could almost see that evil twinkle in his eyes. "No." she warned again.

"**We offered Parker our services in raining you earlier today." ** He said too happily for her liking. **"We think that it would be best for us to test you first. So we know where to start."**

"Start with lowering your testosterone levels first big boy." She fought to stop a smirk appear on her lips, and failed.

"**And how would you know if our 'testosterone levels' were too high or not? We think it is you who need to control your hormones." ** He chuckled and stood abruptly. But two large tendrils wrapped around her as he walked into her bedroom.

"You horny bastard." She panted as he threw onto the floor.

"**The first lesson, girl."** He hissed, lowering to his knees. **"Is to learn your place. We are your teacher, and should be obeyed at all times."** He whispered at her and bit her belt, yanking on it. May's eyes kept roaming over his muscular body as each movement caused some muscle to flex. He yanked at her belt again, but her hands held her robe in place.

"Now I said no, bad boy. My father."

"**Will not be home for hours. Do not try to fool us, and who said you have a choice?"** He smirked, and suddenly became a liquid.

"Venom?" she sat bolt upright, and couldn't see him anywhere.

Then, she felt him. Her head arched back and her legs snapped open, electrifying sensations racking through her abdomen. She then forced her head to look down, and pulled her robes open. All her skin was covered in black, swirling mass. "Venom…" she whimpered, as the Symbiote flowed over her skin, enticing and using the most erotic ministration over every inch of her body possible. She moaned loudly as he swirled over her nipples, making them erect and hard. "Venom!" she arched her back and dug her hands into the floor. He was swirling over her clit, massaging her most sensitive flesh. She felt him seep into her entrance, and run up and down her inner walls. May screamed with ecstasy, her body bucking to no one as he drew breath after guttural gasp from her, fulfilling her need and feeling it himself, as he was using her body as an anchor. It was amazing! This feeling was better than when he was bonded to Eddie, OR Parker! He could feel May writhing inside of him, as he covered every inch of her, consuming her, as he consumed her passionate touches. May ran her hands over her body, stroking the silky black second skin, arousing him in return for what he was doing to her. God he was good. And he wasn't even taking her virginity either. "Venom!" she screamed again, throwing her head back and clawing at the floor again. Then, for the first time in her life, May came with floods of pleasure. At the very climax of her orgasm, Venom reformed over her and kissed her forcefully. But May wrapped her legs around him as she came, biting deep into his neck. he was caught off guard by this, as it dew his already aroused state over board and a hot, white substance splattered onto May's stomach. He looked down at her body, stunned. He had just produced sperm. Actual sperm. His own sperm. Which means…

_I could reproduce!_

And not just producing another Symbiote like Carnage, but an actual, whole creature. Unlike himself. _But am I not whole now?_ He collapsed next to her, spooning her against him and stroking her slick stomach, as if already planning ahead. "Oh Venom…that was wonderful." May panted, oblivious to the thoughts in her 'lover's head.

"**Let us just check."** His hand sank down her front, and in between her legs. Her inner thighs were wet with come and he scooped some of her juices from her clitoris onto two clawed fingers. he then lifted them up to his mouth, and licked them clean, thoroughly. **"Yes, we do believe it was."**

Venom lifted her in his arms and laid her on the bed, nuzzling her neck and ever more at peace. **"May."**

"Yes?"

"**Have you truly forgiven us?"** May sat up, and smiled to him.

"Yeah, you dummy." She chuckled as he raised a brow. "I wouldn't have even let you touch me if I hadn't." May kissed his neck, and pulled away. but she raised a brow of her own when he smirked at her.

e wasn't having any of that.

"**Don't you pull away from us." **Venom shot out his tongue and wrapped it around her neck. She yelped in surprise, until he yanked her underneath him. slowly, he lid his tongue from around her neck and down her front. **"We could…"**

"No, we could not." she warned him and folded her arms, her lips pursed together. But he leaned down onto her, forcing a knee between her legs.

"**But we could…"** he whispered huskily.

"No, we could not. My father _will_ be home soon and I am already wasted from before. So don't even think about it." he pouted at her, but she closed her eyes and smirked. "I need my rest. I will be continuing my duties as Spidergirl tomorrow and I will need to be on form."

"**But have you learned you place? that was the aim of our little 'exercise'."**

"Well, I don't know about learning my place…" she grinned impishly. "But I dare say that regular work outs like that, will build up my stamina."

"**Oh, we hope that is a promise."**

"We'll see. I will be going to school again now…"

"**There is always the night."**

"Nope, I will be patrolling." She saw him smirk. "But so will my dad." His smirk fell.

"**So when will you have a life? My little spider princess."** He laid next to her again, nuzzling and kissing her neck.

"From the sounds of things, I'm not going to have one."

"**Not unless we have something to say about it. Parker will not come between us."**

"Humph."

"**You'll see. Weill annoy him, and if you whine at him, we will win. up my stamina."ck and ever more at peace. anning ahead. g to her.uches.him will annoy him, and if you whine at him, we will win."**

"I hope you are right." May yawned. Although the pleasure he had given her had been like nothing she had ever dreamt of, it was sure exhausting. "If I fall asleep, you're not going to be there when I wake up, are you?" she sighed, knowing the answer.

"**If Parker found us like this then-"**

"Yeah…I know. just you wait thought." She yawned again as Venom covered her with the blanket. "Either I will get him to like you, or I will get my own place. I am gonna do that anyway. So then, you can live with me."

"**You would…want us to live with you?"**

"Sure. I thought we were a couple anyway, right?"

"**Of course."** He held her just that bit tighter, as if to prove he meant it. and he was glad she had said it too.

"Well then. And, we can both work together as Super people, you _do_ know you are going to be a good guy now, right?"

"**I can hardly wait."** He chuckled. She lay scowled and turned to ace him.

"Hay!" but he kissed her gently, even with his mouth, and she silenced.

"**We will be what ever you want us to be. We love you."**

"I love you too Venom." and reassured, May fell asleep as Venom simply held her, content to know he could hold her like this for at least a few more hours.


	9. the inner spider and consuming to come

Chapter 9

"Na, na, na, na, na, na, na, na, na, na, na, na  
Na, na, na, na, na, na, na, na, na, na, na, na." May sang to herself as she poured a bowl of corn flakes into a bowl. "If I was a rich girl (na, na na, na, na, na, na, na, na, na, na, na)" she poured the milk and didn't see her father in the door way of his room, watching as she sang in the kitchen to the radio, in nothing but her pink undies and light blue shirt, with a great big love heart on it. "See, I'd have all the money in the world, if I was a wealthy girl  
No man could test me, impress me, my cash flow would never ever end  
Cause I'd have all the money in the world, if I was a wealthy girl." She sat down and stretched her arms out like a kitten. "Think what that money could bring  
I'd buy everything  
Clean out Vivienne Westwood  
In my Galliano gown  
No, wouldn't just have one hood  
A Hollywood mansion if I could  
Please book me first-class to my fancy house in London town."

She ate a spoonful, before singing to her spoon like it was a microphone. "All the riches baby, won't mean anything  
All the riches baby, won't bring what your love can bring  
All the riches baby, won't mean anything  
Don't need no other baby  
Your lovin' is better than gold, and I know." she gobbled some more of her breakfast, and then jumped up onto the table, crouched in her spider pose, her arms up in the air, her eyes closed and a huge smile on her face. "If I was rich girl (na, na na, na, na, na, na, na, na, na, na, na)  
See, I'd have all the money in the world, if I was a wealthy girl  
No man could test me, impress me, my cash flow would never ever end  
Cause I'd have all the money in the world, if I was a wealthy girl." She jumped up and started dancing…on the ceiling. Peter watched this from the counter, leaning against it and raising a brow at her, smiling all the while. He did after all have his black sabeth moments…

"Nice moves." He chuckled as she yelped and fell down to the floor. She landed on all fours, low to the floor like a true Spider hero. "But I don't think that will do much in the way of getting the bag guy to give up without a fight. Or perhaps a break dance."

"Oh har har. You shouldn't sneak up on me anyway."

"If I was a threat, your spidersense would have gone off, right?"

"But you are not a threat, old man." She smirked evilly and raised her bowl to her lips. She downed it all, and smiled to him with a milk moustache. "And I am going to be late for school if I don't get ready."

"Indeed. Good thing this is the last week before the summer holidays, and you don't have any exams to miss."

"Oh…then could I please?" she put her hands together and made her best innocent face. "I already took my final exams years before hand and got A on them all, so I can miss another week and I really feel like getting the costume on and going to help."

"You want to patrol?"

"Yep."

"Very well. You have 5 minutes to get changed and into costume. You will need to practice quick costume changing technique as it is. Your time starts, now." Peter chuckled as May bolted to her room. he looked to her watch, and timed her. May came back in, panting and completely in Spidy costume, with her SBP in her hands. "Good. only 3 minutes. And how are your web shooters?"

"I need a reload."

"Takes these. I will be teaching you how to mix the chemical later today. Then I want you to manage your own supply, alright?"

"I will, promise." May held onto the table as she got her breath. "Er, where's _your_ costume?"

"I will get dressed while you do your first task. I have placed three items in the city. All three have homing beacons on them, and you can use this tracer to find them. You have three, and I will be timing how long it takes for you to find them." he tossed the good old, yellow spider tracker, and May opened the skylight. "I will time you from the first moment you step out the skylight. Come back here and hit this clock when you have done. Ok?"

"Right." she made a note that the large black clock was now on the kitchen table. She grabbed the edges of the oo, took a deep breath and nodded to her dad. He slammed the timer, and she bolted onto the roof. May ran to the edge and dived off, shooting off to swing from a close building, and forcefully yanked on the web, to propel herself forward. With her free hand, she glanced down at the radar. It showed the closest one near a large river. _The Hudson._ She thought, and clipped the radar to her SBP near her arm. She webbed and yanked herself between buildings and soared through the air. She did a number of summersaults and landed on the Brooklyn Bridge. She looked at her radar from the top pillar, where she had eaten her lunch in the past, and looked around. She didn't know what she was looking for, but it was close to water level if this radar was right. so she dived right down, about to web out, when.

"OOwwf!"

"Gotcha." She turned around, about to scold Venom for catching her, when she looked up into blue eyes and a ridged chin.

"Electro, I am a little busy right now."

"With what? About to take a swim are we?"

"No, I am on a mission."

"Set by?"

"My father." she said and squirmed. She thought he would laugh at her, but.

"Then I will help you. What is your objective?" May looked to him for a while, and sighed.

"I have to collect three beacons and I am being timed. I have this radar to help me, and one of them is near the Hudson water level."

"I suggest we go near the lower levels of the bridge scaffolding then." She flown with her in his arms, and outlined with a pulsing yellow aura. He hovered a little up from the water and started to look around. But May saw it first.

"There!" she webbed out and swung out of his arms. She landed upside down underneath the bridge, and found a small white and silver spider tracer. "So this is what it looks like. Right." she put the first one in her SBP pocket, and looked to the tracer. Electro hovered next to her, with his game face on.

"Where is the next one?"

"Somewhere high up. Near the centre of Manhattan Island."

"Is it near a communications tower?"

"Yes actually."

"Then I know where it is. The new, highest point in America. Dillon industries." He scooped her into his arms, and with a jolt of lightning, sped off towards 'their' goal. But May pushed against him and jumped away onto a building. She looked at her radar, and then webbed out. She swung as fast as she ever had, and Electro flew next to her. "Why did you push away from me?"

"This is my task and I shouldn't be asking you for help."

"But I offered it."

"But it is cheating. And I will never get better if I use other people to do my dirty work."

"I don't mind you using me." he chuckled, and May gulped. _Oh great, forgot about his intimate feelings towards me. Ok, yeah they were shared. But not anymore, I'm Venom's girlfriend now._ She sighed and swung around a large spire, and landed on a glass building. It wasn't made of glass, but looked it towards the top. She started scaling and Electro continued to fly next to her. But now he flew like he was back swimming, as if this was easy. "You know, it would be a lot faster if I helped you."

"I know."

"So…"

"Not happening." She webbed out."

"Are you giving me the slip, my Spider Enchantress?" she blushed at that and was so glad that Venom wasn't here. He would probably kill him.

"I happen to have a target and nothing will stop me from fulfilling it. But if you want to follow me, I might let you."

"If it isn't too much bother." He chuckled.

"But once I have all three of them, you can't follow me."

"Alright. I understand." She twisted in the air, and made a sharp turn. Electro was very impressed, and flew underneath her. "I do appreciate the whole 'head quarters' secrecy. I will no follow you. I just haven't seen your around recently." He pouted. "I missed you."

"You missed me like a rash more like." She chuckled. "I always leave you in the end." She landed on the spire of Dillon industries, and pulled a spider tracer from inside the com dish. "What is this place for anyway."

"A billionaire owns it." Electro smirked behind her as she looked over her radar again. "A rich, charming, young business man with lots of ambition."

"You sound like his image consultant."

"I don't know him personally…but I have seen him. He does a lot for other companies, getting them started. And I guess he is into that charity lark too."

"He gives to charities?" she smiled at him. "I thought he sounded like a corporate, baby billionaire boy with too much money…but if he gives to charity…"

"Oh he does. He is giving a speech soon about their involvement in lowering global warming, and a discovery of his. I don't know what that is though of course…"

"He sounds…noble." She nodded, and looked to the radar. "The next one is…oh no."

"What?"

"The next one is on the statue of freaking liberty! How the hell did he get it out there?"

"No idea, as I still don't know who you are talking about, but…I can help this time."

"No, I am doing this off my own steam." She looked around, and jumped down onto the roof.

"Nope, I have to insist." He ran at her, wrapped his arms around her waist, held her tight and blasted off.

"HEY! PUT ME DOWN!" she struggled in vain as he started off towards the famous welcoming statue…when.

"Let me go! Please! I haven't got anything you could want." May heard a girl crying with her enhanced hearing.

"Electro stop." She placed a hand on his shoulder, and he stopped.

"I thought you were on the clock? If we stop now then-" she covered his mouth with her hands, and listened hard.

"Please, please don't do this…please…" she looked down and her vision seemed to focus on a back ally. A girl about her age, wearing baggy jeans and a skin tight white bunny shirt, was cowering against the wall of the dead end.

"I need to help her." May struggled so much; she fell from his grip and landed silently, after spinning in the air, on her hands and feet on the roof ledge. She over looked as four men, dressed in scruffy jeans and leather jackets, glasses and punk hair styles, stalked towards her.

"What was that all…about…" Electro landed practically seconds after May did, and looked to the scene below them. she heard May say one word, as she was transfixed on the girl in the fray.

"Jen…" May stood, her fists clenched and her head hung forward. Electro placed a hand on her shoulder.

"Are you alright?"

"I will be right back." She said coldly, and stepped off the ledge.

Jenny had been walking home from the movies with her sister, when a bunch of guys started to follow them. Worried, Jen called a taxi and sent her sister with her friends him. But there wasn't room for her to join them, so she made sure they would get home alright. She could manage herself, right?

So she walked on home, pulling her big coat around her as it was windy, and cold. She panicked when the men who were following her and her sister before, surrounded her and backed her into a corner. They licked their lips at her and told her what a thick ass she had, and how gentle they promised they wouldn't be. Jen was terrified and felt the cold wall behind her, and wept. She knew this was it, she was going to be raped.

She closed her eyes and sniffled.

She had pleaded with them to leave her alone, begged them. but they didn't listen and didn't care. So she whimpered against the wall, and flinched when she heard a thud in front of her.

"Now this is hardly fair, now is it? Four of you, against me." Jen looked up, and saw a very curvy, muscular but feminine woman in an all in one, skin tight, red and blue costume. There was a spider on her back, and she couldn't se the front. As the woman had her back to her. "I mean, you don't have a chance in hell, do you?"

"Listen lady, as much as I would like to play with you too, we want the one behind you."

"Aw, you hurt my feelings. I really wanted to play with you." Jen watched as the woman leaned with one hand on one hip, and beckoned the men forward. "I think we should get closer, so we can play."

"Hell yeah!" one of them ran forward, and Jen flinched. As he got within arm's reach, the beckoning hand clenched to a fist and clobbered him in the jaw. He snapped backwards and skidded a mile on the floor, taking one of the other out.

"Now let me teach you something." Jen pulled away from the wall and listened. "There are a few things I will not tolerate in this world. One of them are those little triangle things they stick in the middle of your pizza. They bug me and break all over it, mushing up the middle. And you get grease all over the box, so the pizza goes soggy." She flicked her wrist and webbed the two fallen, one of them still conscious, men to the floor. "Secondly, people who think that because they are in a group, that they can do as they bloody please. Hay, you in group, you can get away with anything right? Laughing, bullying, stealing, murder and rape. Now I can't really stop you from doing the first three, but the last three…" she shot out both arms, webbed at the necks of the remaining two men, and snapped them forward. Their heads snapped against the floor and they groaned in pain. "But the last three, I have a damn say in. You could say this is my Yard now. I patrol this area now, and will _not_ tolerate this sort of thing. No girl, young or not, should have to be afraid, and have to look over their shoulder on their way home. No one should have to be forced to feel what that girl is feeling right now!" Jen saw the woman point to her, and felt not only a few tears fall down her face, but a soft smile trace her lips. This woman had come to save her. She was a hero. "Not on _my_ watch! I will not let you or your kind do this to people, it isn't right!" Jen gasped as one of the men was lifted clear from the ground and smashed against the wall. "Does this make you feel good? Being held against a wall, about to go through a world of hurt, just because it entertains the person holding you? Because I sure as hell will enjoy beating your face until it looks like cookie dough. Not you will be able to look at yourself after I'm done with you, you bastard!" she punched him in the gut hard, and he started to cough up blood. "You, girl, run. Go home and never, walk home alone again. Understand?" Jen gasped when her rescuer addressed her.

"I, I will. Thank you. Thank you so much. How can I thank you? I don't have any money, but-"

"Smile."

"What!"

"Go home, hug your family, and tell them you love them. Smile at them. That is all I ask."

"Oh thank you!"

"No problem. I'm just your friendly neighbourhood Spidergirl." And Jen ran out the ally and all the way home.

"As for you, you fucking bastard." May had never been so livid. Her best friend had almost been raped, by this man. "You will regret very getting up this morning!" she threw him into the wall, and looked to the man, trying to escape. "Don't even think about it! I haven't done with you yet!" she webbed his back, yanked him backwards, leaned back, and kicked him hard in the back of his head. He fell to the floor, and she webbed him in place. May turned to the vomiting man, and saw blood come from his lips.

But she didn't care.

May nudged him onto his back, and then panted with rage. She stomped on his groin hard, and again, and again. She then kicked him in the ribs and was about to drop an elbow on his head, when two arms grabbed her from behind.

Electro saw the entire thing. At first he thought that she was just having a laugh, or like before, from the way she pulled a wise crack. But it soon turned ugly and he thought he better intervene. The last thing she wanted was to become as twisted and bind with rage as he saw her becoming. She was slowly turning herself to a lane of cold, viciousness that he would not let her. he liked her just the way she was, not like this. She was cruel, vicious and cold blooded in the way she was beating them, and he didn't completely know what made him step in, but he did. He landed behind her and hooked his arms under hers and lifted her off the ground.

"Ok, no more sugar for you."

"Let go of me. I'll kill him! I'll rip his BALLS off!"

"The scary thing is, right now, you probably would." He blasted off and headed for the Island of the Statue of Liberty. They landed on the crown, and he found the tracer for her. He put it in her back, and flew her back to the rooftop of a building near the Brooklyn Bridge. May had regressed into a shell, silent and very unnerving. Electro laid her on the roof, and she pulled her knees to her chest, sat up against the ledge. "How are you feeling? You really scared me back there you know."

"…I scared myself…"

"I can see that." he chuckled weakly. "Listen, I have a friend. He could certainly help you out if you needed someone to talk to. He has helped me out a lot, and always makes me feel better about myself, and smile."

"…who is he?"

"Erick, Erick Dillon."

"I wondered why you spoke so highly of him…" she looked over the building side.

"Well, he is in town and he could really help you." He sat next to her, and wrapped a comforting arm around her. "He is giving a talk soon. Day after tomorrow actually. He was supposed to give it a few days ago, but it got rearranged." _More like my dad dragged me underground on one of his goose chases._ "I have this card. If you show it to him, then he will know you are a friend of mine."

"I saw your pager. It had Dillon tech on it. he give it you?" she asked quietly.

"Yeah, he did."_ have to be more careful next time…didn't even think about that…_

"I might…I need to go now…" she stood up, and tightened the straps of her bag.

"Man, you are taking this really personally. You pro-women's right then?" he chuckled. He got a punch in the arm, and rubbed it. "That hurt you know."

"Wuss." She chuckled under her breath. Oh she just wanted to go home and cry. _Jen…_

"Well, I am when it comes to you." He wrapped his arms around her and pulled her into a hug. "Don't be a stranger. I can't survive not seeing you. You are the highlight of my week. So imagine how great I would feel if I saw you every day."

"I will try…you are a good friend." He blinked at that. but decided to leave it for now. She was obviously not feeling herself. But an innocent kiss couldn't hurt, right?

"Yeah, take care and I mean it. I want to see you soon." He kissed her cheek, and let her go. "See you around, my enchantress." And with that, he blasted off. May shuck her head. But she was glad she didn't have to explain her new relationship to him, and turned to her home.

"May, that took you over an hour. I am very disappointed in…May?" Peter was in his Spiderman costume and on the roof, when May landed and flopped into his arms.

"Oh daddy, daddy, it was Jen." May cried and Peter scooped her up into his arms.

"Shhhhhhh May day. Tell me all about it inside." He dropped through the skylight and laid her on the couch. He sat right next to her and held her head on his chest, coaxing her to clam down with loving words. "What happened? What did you say about Jen?"

"I, I was collecting the spider tracers and I saw her. She was about to be raped and I stepped in. It was horrible!" May whimpered and fisted her father's costume. He pulled his mask off, and then hers. He ran his hand through her hair, and his at the same time.

"Did you save her?"

"Yeah…I did…"

"Then there is nothing to worry about."

"But…I almost killed him…"

"What?" Peter lifted her chin and looked down at her, a concerned look on his face.

"I, oh daddy I lost my temper and I just wanted to kill him, feel him bleed and know that it was because of me, that I did it. I wanted such vengeance, I wasn't myself."

"I can second that. You and vengeance don't belong in the same sentence." He pulled her into a big hug. "You probably just got a little mad, that's all."

"No…no I could see it. I could see the things in my head that I was going to do to them, to the leader…I could smell their fear…taste their blood and hear it running through their veins, their hearts beating faster with every breath I took. I, I felt like an animal!"

"No, I just think you experienced something called rage, and anger. And added with a little Spider tainted adrenaline, made you act the way you did…did you kill anyone?"

"No…but I almost did." May curled up on her father's lap and sobbed softly as he stroked her head. He rested his chin on her head, and let his heart beat, beat in time with hers. They were silent, thinking deeply on the situation before Peter made a conclusion he didn't like.

"I…I think you inherited something more than my powers May." She took a few moments to register what he had just said.

"What?"

"I, I am in my own respect, a Spider. At mind and at times at heart too. And as I have feared…as are you."

"I don't understand." May looked up and rested her hands on his chest. Peter closed his eyes and pressed a finger at each side of his nose, pinching it like his brain was under stress.

"Well…let me use Wolverine, or Batman. Batman may not have super powers, but he is a bat in his own right. He is silent, has excellent reflexes, and can blend in with the shadows like it's his second home. He acts and feels like a bat, at times." When May simple knotted her eyebrows together in confusion, he sighed with exasperation. "Never mind. How about Wolverine? He has the…no wait he is super healing. No he won't do…the black cat or Cat woman! They have the enhancements of a cat, their senses and so on, and their powers. But they have more than that. They move, breathe, think, and feel like a cat. As I move, breathe, and feel like a spider. As do you."

"I know you are trying dad…but…" Peter sighed.

"You are a female Spider. You move like a spider, you think like a spider, and you feel like a female Spider. This morning, when you were having fun at breakfast, you were dancing, thus the femininity in you, on the ceiling, this the Spider in you. You think like a spider, quick, reflex and with speed. Like with your spidersense. And you feel like a female spider. This city is now like your web, and a fellow female, a friend, was ganged up by…how many?"

"Four."

"By four males in _you_ web. You became protective, angry, insulted, and bound to help your friend. But you are also a female _spider_ and so you will feel the need to…well…" he thought hard. "What do you know about the black widow spider?"

"She is black, has red markings, and eats her husband after mating. And spits out lots, and lots of babies. Why?"

"Because you were acting like that, today."

"Having lots of babies!"

"No!...right?"

"NO!"

"Well, I was referring to the vicious, darker behaviour of a spider. Like humans, Spiders have their good, and their bad sides. Today, you went under the influence of your bad side. I have…quite a few times."

"Have you? Like when?"

"Like when the Green Goblin kidnapped your mother, and then told me what he had planned for her. That is how I kill him…"

"You KILLED him! I thought you just beat him!"

"Well…you were a little young back then. When you started asking those sorts of questions. But a more recent example, was when I came for you on your birthday. When I saw that flash boy, I could smell his fear drenching me and I wanted noting more than to sink my teeth into his neck and tear his head off." May looked a little scared, and impressed. "I felt as protective as a father Spider, and you _are_ my offspring. I know you might not like the idea of being in the same light as a spider mentally, but it is more behavioural that mental ability."

"No…I think it explains a lot. Sometimes I find myself flirting with the bag guys, alluring them in and then, snap. Trapping them in my web. Literally."

"That works for you I guess…" May laughed. "What's so funny?"

"I tried to imagine you flirting with the Vulture."

"O.O…"

"Sorry, I couldn't help it." May chuckled. "…this sure has helped though…I just thought I was a freak…"

"No, no you are not." Peter pulled her into a tight hug. "And even if you were, you're my freak and I love you very much." They chuckled and were only interrupted, with a loud growling. "I take it you're hungry then?"

"I don't know why but I get hungrier, quicker than before."

"Alas, another thing to blame me for." Peter chuckled. "I think you have learned enough for today."

"So I can eat?"

"Yep. I have microwavable popcorn in the cupboard if you want some. But…" he smirked. "You will have to fight me for them."

"Oh thank God." She mock sighed. "I thought you were going to give me something _hard_ to do…"

After a lot of laughs, a few taunts like 'learn from the master, young one.' And 'don't give yourself a hernia, old man', and a popcorn feast/fight, and a few hours later…

"Why are you still in costume, and I am changed May?"

"Because you have to go pick mom up from the airport, and I am going to go swing off my popcorn."

"Drinking a pint of water afterwards will not have helped much."

"Oh, speaking of which." May ran off to the bathroom, and Peter laughed hard. It was nice to have someone else like him. Sure, his daughter had always been like him, but now she was really _like_ him. And she loved him again, in the open sense of the word, and all was well.

May ran back inside and was putting her mask on. "Bye Dad." She jumped up, and was half way through the skylight, when her father webbed her ankle and yanked her back inside.

"I have always wanted to do that." he chuckled. "And where are you off to? it is getting dark."

"I told you, I'm going to work-"

"Venom." she let her mouth hand open, and she couldn't believe him.

"What?"

"That was what you were going to say once we skipped the excuses and cover stories, right? You are going to meet up with…shudders it."

"Ok, he is not an it!" she folded her arms. "He has really looked out for me and-"

"Just go before I decide to follow you, alright?" she looked as if she was about to let off another wise crack that her family was famous for…but jus grunted and jumped out the skylight. "And be back before 10! And come in through the front door!"

But she was already gone.

May landed on the roof of an old building, and looked around. It was starting to get dark, and she could see the full moon perfectly in the sky.

"It's beautiful…isn't it?" she looked behind her, and saw Venom. He looked like he had been walking on his tip toes and about to jump her, but stood normally when May caught him.

"**Yes, we see a great beauty tonight."** He walked up behind her and placed his hands on her hips. **"A great beauty."**

"I would be careful if I were you. I just learnt I am very much a Spider."

"**We already knew this."** He chuckled. **"You are an animal; we knew that from the first time we felt _you_ taste _our_ tonsils."**

"Oh you cheeky bugga!" May span round and looped her arms around his neck. "But I mean it. I am like a black widow spider, who consumes her partner after mating." She licked her lips, and he let his own tongue slither out slightly.

"**We thought that happened _during_ the mating?"** he was glad that she took her mask off when she first saw him, as he now dragged his tongue up one side of her jaw. **"Besides…that sounds fun. Mmmm…you consuming us…"** she blushed as his hands crawled up her back. **"But could you handle us? That is the question."**

"Why? What exactly did you have in mind?" she whispered huskily, defiantly acting animalistic, and rubbing her hands up and down the sides of his neck.

"**Many things, but coming back to the consuming idea…"** He purred and lifted her up.

"Where are we going?" she chuckled over his shoulder, as he carried her like a sack of potatoes. But she didn't mind.

"**Our place."** her cheeks grew flushed and her legs warm as he said that. she bit her lips as many ideas went through her head.


	10. LONG AWAITED AND MA RATED!

Last chapter

May landed on the roof of an old building, and looked around. It was starting to get dark, and she could see the full moon perfectly in the sky.

"It's beautiful…isn't it?" she looked behind her, and saw Venom. He looked like he had been walking on his tip toes and about to jump her, but stood normally when May caught him.

"**Yes, we see a great beauty tonight."** He walked up behind her and placed his hands on her hips. **"A great beauty."**

"I would be careful if I were you. I just learnt I am very much a Spider."

"**We already knew this."** He chuckled. **"You are an animal; we knew that from the first time we felt _you_ taste _our_ tonsils."**

"Oh you cheeky bugga!" May span round and looped her arms around his neck. "But I mean it. I am like a black widow spider, who consumes her partner after mating." She licked her lips, and he let his own tongue slither out slightly.

"**We thought that happened _during_ the mating?"** he was glad that she took her mask off when she first saw him, as he now dragged his tongue up one side of her jaw. **"Besides…that sounds fun. Mmmm…you consuming us…"** she blushed as his hands crawled up her back. **"But could you handle us? That is the question."**

"Why? What exactly did you have in mind?" she whispered huskily, definitely acting animalistic, and rubbing her hands up and down the sides of his neck.

"**Many things, but coming back to the consuming idea…"** He purred and lifted her up.

"Where are we going?" she chuckled over his shoulder, as he carried her like a sack of potatoes. But she didn't mind.

"**Our place."** her cheeks grew flushed and her legs warm as he said that. She bit her lips as many ideas went through her head.

And now for this chapter.

When they landed in the warehouse, May shivered. It was so cold here…

But he soon held her hips with his colossal hands. She smiled, and looked over her shoulder at him. Venom nuzzled the back of her neck, and May chuckled.

"Nice place. But I think you are due for a decorator."

"**We don't usually stay here very long. Only when we are hungry."** She was about to question that when: **"And we are very hungry now."** He purred, and May was suddenly off her feet.

"Venom! Put me down!"

"**As you wish, our spider princess."** And she fell on her ass.

"HAY! What's the big…idea?" he was gone. May was alone in the warehouse, it was dark, and Venom was nowhere in sight. He could be in any of the shadows, on the ceiling, anywhere. And he wasn't a threat, so she couldn't sense him either. "Venom?" no response. "Hay, Venom! Fine, I'm leaving." She smirked, and shot a web up at the roof. But the end fell back down to the floor. Confused, May picked the end up, and saw a clean edge on it. She smirked, Venom had cut it.

"**We don't think so, princess. We have yet to be…"** a gush of wind whooshed behind her, and she felt a hot breath on her neck. **"Consumed."**

"Is that a request?" her inner spider was coming out again, and she femininely put one hand on her hip, confidently.

"**No. That is an order."** He growled huskily, and he did something odd. May yelped as she suddenly felt like a jet of warm water had been aimed at her, and she slipped and fell to the floor unceremoniously. But it felt too thick to be water…

She looked down, and saw it only covered her upper body, and it was black. _Venom_. She thought, and tried to get back to her feet. But the black 'liquid' seeped beneath her, and made it very difficult to remain balanced.

"Venom! Give up!" she chuckled, and fell again to her hands and knees.

"**So you surrender?" **May felt at the floor, and couldn't find him.

"Yes, yes I surrender. Now where are you?" she chuckled, and then gasped. A breeze of night air brushed against her skin…_oh my god I'm naked! How the hell did that happen!_ May quickly sat up on her knees, running her hands over her body. Her costume had completely gone. "VENOM!"

"**Yes lover?"** His muscular knees came at either side of her, and she threw her arms around her chest. hoping he hadn't seen how hard her nipples had become in the cold. How embarrassing…

"Where is my costume!"

"**Around."** He chuckled with a hiss, and held her shoulders gently. The feel of his hands smoothing over his skin calmed her slightly.

"Where?"

"**That isn't important."** He cooed. **"You will not be needing it for a while. We shall see to that." **And again he was gone, just like that.

"Venom! Stop playing around! I mean it!" but she was laughing, and stood up with her hands on her hips. "Why did you bring me here anyway?" she smirked, hoping that would get a reaction.

Oh she looked so good, stood tall, no shame of being naked in his presence any more.

She was right, it was time for him to stop playing around. The burning hunger he had for her demanded for him to take her, and he wouldn't refuse his desires. Not for her. "Venom?"

"**We are here."** May turned around, fully expecting more taunts and shenanigans…but there were none.

Venom was stood silently behind her, looking right at her with no grin, no chuckle, not even jumping up and down on his hands and feet when he is giddy. He was just stood there, looking at her, like he was going to devour her.

The look in his eyes, boring into her, it was so intense!

Feral.

It made her skin feel hot in the night breeze. She even gulped when he started to stalk towards her.

The fun and games were over, this just turned serious.

Venom walked right up to her, and took her hands. **"Are you ready?"** he hissed softly, his breath beating down on her face, the heat of it very pleasant.

"Yes." Her cheeks flushed as he yanked her into him, his huge hands smoothing over her back, making her aware once more of her naked state. Her breasts pressed into his chest, and two tendrils slinked down her sides and coiled around the inside of her legs, just smoothing up her thighs _slowly._

"**Truly? Are you sure? Because once we start."** His hands gripped her legs just under her bum and lifted her up against him. May quickly balanced herself by holding onto his shoulders, and he held her pelvis barely inches from his own. **"Once we start to take you, nothing will make us stop. Not even you."** May gasped, knowing he wasn't trying to put on an act for her. He was being deadly serious. **"We want you so baldy."** He whimpered, brushing his sharp fangs over her neck heavily.

"Then shut up and take me already." She took a deep breath, still really nervous about this. She was about to lose her virginity, to a 'man' that was huge in every sense of the word, other than fat. Oh, he wasn't fat. All his bulk was pure, raw muscle. And although she was acting confident and ready, inside she was shaking and anxious. For every girl, their first time would be something they will always remember. It is just that special.

Even as he lowered her to the floor, her hands trembled on his shoulders. "W, wait." She gulped, the cold floor against her back making her flinch. "Not here." Venom growled, almost completely out of control. Why couldn't he just have her, now!

"**May."** He moaned desperately.

"Come on." She pushed up against him, blushing madly with a yelp as she saw a fully erect member barely inches from her entrance. How close was she to being taken right there, right then? And he was HUGE! It looked painful just to look at. _I hope super strength comes in all forms. I'm going to need it._ She somehow managed to get him to kneel up, and miraculously didn't relent when his thick tongue dragged down her neck, and circled around one entire breast. The end flicked against the rigid peak of her nipple, making her whimper. She gripped at his neck, and took deep breaths to keep herself sane.

If she could at least find an office or something, it would be better than the factory floor.

May rose to her feet, but fell back into his arms with one firm tug of his mighty hands.

"**No. We want you now!"** He hissedholding one hip tightly with one hand, and her neck with the other.

"Then come and get me." She pushed him off her roughly, and ran for it. It was obvious Venom wasn't kidding when he said once he started, he wouldn't be able to stop. He was well past the mental state of reasoning.

He was hounding her like the primal predator she _knew_ he was.

So she did a running leap over a wooden crate, and bolted down a corridor.

From the guttural roar echoing after her, Venom was hot on her trail. "Come and get me Venom." It had been so hard not to just give in and let him take her back in the factory floor, but she was _not_ going to have her first time with him on the floor, with dust and old machinery.

It was a shame there wasn't a bed around here…

Or was there?

May kicked open a door with the words 'Furniture storage' on a golden plack, and quickly ran inside.

It was like a home department store, with enough furniture to fill 50 houses!

_Surely there will be a bed somewhere in here?_

A piercing hiss crackled behind her suddenly, and May grunted with the impact of Venom's tackle, and her new acquaintance.

The floor. "Oh no you don't!" May interlocked her fingers with his, grit her teeth and wrestled with him on the floor. They tossed and rolled over each other, banging and sometimes breaking tables, chairs and lamps. It they were human, they would most likely have internal bleeding and open wounds from all the splintered pieces of wood they send flying everywhere in their vigorous battle for dominance.

Finally seeing an opening, May used her superior flexibility to get her knees against his gut, then her feet, pushed him back and sprang in the other direction to him.

Panting, May grabbed wardrobes and kitchen counters and threw them behind her, to slow him down.

At last!

Right at the back of the storage room was a large bed.

Well, more of a mattress ontop of the bed rest, but it would do. "Venom!" she called to him, and picked up the pace. With one mighty bound off of a fridge, she landed on the King sized mattress.

It was quiet, there were no lights, with only the slight stream of moonlight seeping in through the window.

At the other side of the warehouse.

The only sound May could hear was her own laboured panting. Her chest rising and falling, her lips parted and her hair ruffled. She looked like a tousled goddess, her hazel eyes sharp and gleaming, looking around her like a cornered animal. "Venom. I'm waiting. I'm not going to run anymore." May slowly lowered to her knees, still looking for him. For all she knew, he could pounce on her from any direction.

That thought brought a seductive smirk to her lips.

And that was all he could take.

Venom slowly crept from the shadows right in front of her on hands and feet, his mouth open and his tongue hanging out. His hot breath made steam in the cool night air, and the closer he got, the more May could feel that burning warmth of his breath beat against her, until the hairs on the back of her neck stood on end pleasantly. Her skin tingled, and her body ached for him. it seemed she became more and more intoxicated the closer he came to her, crawling up from the end of the bed now, wild tendrils looping around her ankles.

Just in case.

May's hazel eyes glazed over, her hands trembled by her sides, and she lowered herself to her elbows. Venom said nothing, using his tendrils to straighten out her legs at either side of him, while leaving clear access to her body.

To her soul.

At least, that's what it felt like he was about to do, guzzle her up and devour her soul in the most erotic act in existence.

May wasn't about to give him just her body, but her life, her soul too. Everything she had, she was giving to him.

She just hoped he knew that.

Her entire body trembled, her breathing became shaky, and placed her head back.

Once Venom had scaled her, looming over her like a demon of desire, May whimpered.

She couldn't believe it, she was terrified, and yet she was invigorated, excitement itched all over her skin, inside and out. And she so desperately wanted him to quell her need. May even whimpered urgently, bringing her trembling hands to hold onto his shoulders for support.

A deep, purring growl rumbled through his chest, and she felt it through her fingers.

He lowered himself to her kneeing one of her rigid legs open again, and using a tendril to pin it to his side. He did the same with the other, until he was perfectly positioned.

Venom bowed his head, the tip of his tongue tracing the outside of her bellybutton, before making its painfully teasing way up her arching front, lightly between her toned torso and ribs, before heavily sliding between her ample breasts. He cupped them with both hands, trapping his tongue between them and hissing with delight, as his powerful tongue curved around the one breast, and then the other. He finally drew back, taking his tongue from her hot, wet cleavage, he gazed down at her, victorious over his mate.

The blissful look of erotic desire on her face made his ego, and his cock, swell even more. He growled before fisting the mattress at either side of her head, and crashing his enormous mouth against hers.

May wrapped her arms around his neck desperately. She never imagined that anyone could touch you so intimately, with so much passion, and make you feel like this! A furnace had been lit within her, and she was blazing with white hot need to fuel the fire they had started until there was nothing left. All anxieties were gone, lost in the throng of ardour. She pushed her breasts against him, writhed beneath him, slid her tongue over his like velvet, and rubbed her legs against his sides insistently.

The large black hand to the left of her face vanished, only for her to feel his mighty claws brush against her moist clitoris briefly enough to draw a moan from her, before parting her lower lips and grinding his body against hers.

Like a silent promise.

His claws teased and explored her auburn tresses and May flinched against him as the crown of his rock hard member pressed against her entrance. She felt him shift, readying himself, and she did the same.

Venom tore his mouth away from hers, and buried it in her neck.

"**I love you May."** Her eyes opened wide, watered, but she never got chance to answer him.

Her breath was stolen from her lungs as he pounded forward, taking no chances, burring himself completely inside her.

May yelped, digging her fingers into the back of his shoulders with her eyes clenched shut. As were her teeth.

The feel of her tight, hot virginal walls around his cock was bliss. The pressure all around him was a painful, yet delicious reminder that May _was_ a virgin. He turned to look at her pained face, and licked at her cheek coaxingly. He wanted her to look at him while he made love to her, and he wanted her to enjoy it too.

Slowly, her glazed hazel eyes opened.

God, had he hurt her? Maybe he should have entered her slowly, or lubricated her, or given her more warning.

He was snapped out of his worries when May placed a chaste kiss on his jaw, and smiled. He nodded, needing no more permission, and returned to nuzzling her neck.

Venom clawed at the mattress by her side, and held her hip tightly. He then lifted her pelvis up at an angle, and bared his other arm over her head.

He withdrew from her about 4 inches, before he thrust back into her. May whimpered in pain, but it wasn't as bad as before.

She was started to mould to him, the shape and size of his penis.

Thrust after thrust the pan subsided, and almost _sinful_ pleasure sparked through her entire body, consuming her every nerve until they danced with frivolity.

May moaned, her body arching and bucking back against him of its own accord. She dug her feet into the mattress, thrusting up to meet him.

Encouraged by her growing involvement, Venom hissed lecherously and began driving into her harder, and faster.

May was sweating heavily, alternatively smoothing her hands over his black chest and muscles, and gripping at him for dire support.

Venom licked at her body, suckling on her nipples and swirling the salty taste of her sweat over his tongue, drinking in the natural scent of their lovemaking.

It was stronger than any smell he had ever experienced before.

And would never again.

Nothing would ever compare to the smell, the feel, the taste, the sight and sounds of May writhing beneath him, and his grinding ministrations. Her slick body was _made_ to fit perfectly against him, her taste an aphrodisiac like no other. And the sight of May, her hair ruffled like a wild animal, her soft, and seductive moans washing over him and exciting him into ecstasy, her eyes as hungry as his…

She was just perfect.

And he would never let her go.

May hissed, spider fangs protruding and cutting at the air as her head arched back. Venom responded immediately on instinct, roaring in her face and pounding into her hard. May didn't know why, but he made her shudder with arousal. She submitted to him, licking at _his_ neck and nipping at him with her sharp, albeit small fangs on both sets of teeth.

Her blood was racing, her breaths were getting harder and faster to form, and her groans were getting so frequent, she knew the end was near.

But this wasn't right; something else had to happen first. May just felt it in her blood, something important.

Without even realising what she was doing, she nipped at Venom's neck a little harder than she should have, making him hiss and thrust into her so hard, she recoiled into the mattress and screamed in rapture.

Enthralled by her, Venom roared viciously and snapped his own fangs at her.

"Bite me." May yelled in pain. Venom had done just that, sinking his bigger, sharper fangs into the left side of her neck, and in a half moon shape down, and up again into her shoulder. And that was just the lower jaw. The upper jaw mirrored the same teeth marks on the back of her neck and shoulder, blood starting to seep slowly from the wounds. More would have spilled cold over her skin, had Venom not been lapping at her blood like a demon. All the while he never stopped thrusting into her, mixing her pain with pleasure and helping to mask her fleeting strength. One hand cupped the back of her head, and lifted it forward until her lips found his neck.

He had intended to change her genes again anyway, wanting to increase her Symbiote 'heritage' until she could produce webbing of her own, and have strength to match his. This was the perfect way, and _she_ had thought of it. With his essence running through her veins, he could forever had a claim to her. And with her blood within him, he would not hunger for weeks, giving him clarity of mind at last.

May nipped feebly at his neck, getting weaker every second. She would be frightened, if her sanity wasn't being intoxicated by Venom's constant petting and grinding. She flicked the end of her tongue out, tasting his skin, and dragging her own fangs over him.

If he could bite her, she could bite him too. To seal the deal.

May didn't know where that thought came from, but found her teeth were already deep within his skin, ragging at him slightly when no blood came from the wounds.

Then at last, a thick substance with no taste flowed into her mouth, and _forced_ its way down her throat.

May recoiled again, choking and frightened.

There was no blood, and _something_ had entered her.

She panted, the adrenaline coursing through her blood was all the evidence Venom needed to know she was panicking.

He removed himself from her before he did too much damage, and lovingly lapped at her neck.

May was crying, trembling in his arms like the frightened little girl she truly was.

But she was his, wholly and truly. "V-Venom." She whimpered.

"**Hush."** He brushed his mouth comfortingly over her face, tracing her features gently, before licking gingerly at her lips. They parted slightly, and it was all he needed. Venom smoothed his mouth over hers, slowly getting her trust and confidence back up, before gradually starting to thrust inside her again. That was just what he needed to take May's mind off of the biting for the moment, making her moan and cling to him again with urgency.

Venom intertwined his fingers with hers again, and pinned her hands above her head. They both tore their mouths apart when May's inner walls clenched around his shaft tightly.

May's orgasm came first, rocketing her into the darkest depths of fulfilment and bliss she had ever felt.

Moments later, Venom joined here with a deep roar of passion, the moment he had been waiting for here at last.

Again, a hot burst of seed ejaculated from him and deep inside of May's womb. He felt it happen, and it made his jaws grin with the deepest satisfaction. His joy was only matched by his earth shattering explosion of ecstasy, milking the rest of the climax with slight thrusts inside her.

When he was sure he was spent, Venom carefully slid down May's body, crawling backwards.

May was just laid there, her eyes closed, her lips open and her world rocked. "My God…Venom." She sighed happily, and opened here eyes to look for him. But he was gone. "Venom? Where-oof!" May was dragged to the edge of the mattress, with her legs hanging off the end. She tried to sit up, but a large hand flattened her stomach to the bed. "What are you doing?" she smiled, still glowing from her orgasm.

She heard his hissed chuckle, before she felt him. "GODS!" he seeped his tongue through her folds and licked the cum from them.

"**MMmmm."** He rumbled against her, making her shiver with pleasure. He twisted his agile tongue inside of her, flicking and heavily suckling her for all he was worth. With his mouth fully sealed against her, he began sucking and nipping at her clitoris, while his tongue did wicked things against her inner walls. The taste of their mixed juices was sweet and erotic, making him want more and more. He would drink her dry if he could. May's legs slipped over his shoulders, and she fisted at the mattress.

May came again, a lot quicker than before, feeding her sweet cum to Venom like an elixir. It tasted like one to him, anyway.

By the time Venom had finished suckling from her, she was exhausted and completely spent.

All common sense had left her, as had the energy to resist him when Venom spooned her slick body to his on the mattress, and cuddled with her there. He stroked her hair and face until she fell asleep comfortably, cuddling against his chest and smiling so peacefully, Venom almost felt human.

Almost, but not quite.


End file.
